The Glade 4.0

That is correct, the key point "obligated before it was incorporated."

However, if you won't take my word for it:

From the American Law Reports (taken from 61 Wn. App. 793):
"Similarly, absent agreement of the parties, a promoter will not be discharged from contractual liability if the corporation subsequently adopts or ratifies his contract. A plaintiff can ordinarily, therefore, look to both the promoter and the corporation for compensation for a breach of the preincorporation contract. Annot., 41 A.L.R.2d at 512-13; lA W. Fletcher, Private Corporations § 215 (1983)."

The corporation may be solely liable for preincorporation contracts, depending on the agreements made with the promoters. What you may be hung up on is that the corporate board of directors must adopt any preincorporation contracts. This does not need to be expressly done. The corporation accepting the benefit of any such contract implies adoption.

Also consider, my will is a legally enforceable agreement between my not yet existing estate and my not yet determined heirs, including any unborn, unconceived future children.

Lonedar:

The non-existent party much still choose to make themselves party to the contract in both cases.

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The party contracting with the promoters is bound before the corporation is formed. He does not ratify the contract. The corporation gets to take a look at the contract before ratification, the contractor doesn't. Hence he is bound to the non-existant entity.

Also you didn't address the issue of wills.

One more, I can create a trust with terms that payout to unborn, but acertainable persons. If I make it irrevocable, then I am bound to it even if I later change my mind.

Lonedar:

And the promoter is bound before the corporation exists, as I demonstrated earlier in the thread. And wills don't create a contract with future children.

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I imagine it is similar to that of many other micro-organisms.

Unless the promoter isn't bound.

Khross, your question was not phrased as to whether a non-existent entity could enter into a contract with an existing one. It was whether an existing entity can enter into a contract with a non-existing one.

Here is one more, from the angle of the later formed corporation.

17 S.W.2d 715

Summary: A promoter of a corporation that plans on making high quality widgets enters into a contract with a supplier of widget making machines. The machines are delivered and the corporation is formed a short time later, but it turns out the machines make crappy widgets. Can the corporation sue on the preincorporation contract even though it was not party to it?

Yes: "The contract, though made in the name of Samuels was, as all the parties knew, made in his name for the benefit of the corporation to be organized. He was one of the promoters, and had no intention of buying the machinery for himself. The other promoters, knowing all the facts, recognized this, and so the corporation, when organized, at once took charge of the plant which had been bought for it, and gave Samuels stock to the amount of his expenditures. Though there was no formal assignment of the contract to it, its acts were an adoption of the contract no less then a formal resolution to this effect, spread upon its record, would have been. It was the only person having any real interest in the due performance of the contract, and is the proper party to recover for its breach. To hold otherwise would be to leave a wrong without a remedy."

Again, Lonedar, you keep misreading these examples: the non-existent entity must choose to make itself party to the pre-established personal contracts. If the entity never forms and never makes that choice, there is no contract.

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Exactly how is that any different than a contract contingent on a pregnancy developing Khross?

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"...but there exists also in the human heart a depraved taste for equality, which impels the weak to attempt to lower the powerful to their own level and reduces men to prefer equality in slavery to inequality with freedom." - De Tocqueville

To the contrary, it says exactly what I thought it did, and the link you provided answers your question. Quote from your link:



M&K does not exist, did not exist at the time of the contract was executed, yet was recognized as a valid entity to enter into the contract, and transfer the contract. The court originally voided the contract not on the basis of a non-entity, but on "mutual mistake", which the summary you linked overturns.

The court then further discusses the validity of the contract, since it was raised again during this appeal process, to which they wrote:



Which is why I said in my initial response, your question is not well formed and open to technical details. So, to answer your question, yes, you can enter into a legally binding contract with a non-existent entity as long as that entity has valid representation. You cannot enter in a contract with a non-existent entity without that entity having a valid representative, for one, because there is no one from that side of the contract to sign it.

Ladas:

And the ruling indicates that the resultant corporation only bound itself to the contract by choosing to make the payments. You can't enter into a contract with an entity that doesn't exist. Liability starts with the representative and is transferred after the fact, as all of Lonedar's examples continue to indicate. And it is transferred after the only at the behest of the resultant entity.

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Again, your question sucks. The contract is made with the non-existant entity and it is listed as the party to the contract. Liability is transferred from the non-existent party, in this specific case, to the individual, as a representative.

If it were as you claim, the individual could transfer the contract, as they have the liability, to a different party than the one formed, despite the wishes of the newly formed company.

I am not misreading the examples, they are what they are: cases where a party entered into a contract with one party, but were contractually bound to another that was anticipated, but not in existence at the time of contract formation. Whether the later party can accept or reject this is irrelevant. Whether an intermediary obtains benefits or carries liability in the meantime is irrelevant.

The promoter should, but doesn't have to, sign contracts as "Joe Schmo, promoter, on behalf of XYZ, corp. (pending)." He can sign as the corporation, and he can, without fraud, limit recovery for breach to the corporation. The corporation may never form and the contract might not take effect, but who cares? The contractor can no longer walk away of his own accord but is subject to the future actions, or lack thereof, of the presently non existent corporation.

Maybe I'm being practical and you are being theoretical, I dunno.

Lonedar:

I get that the parties in question are anticipated. I'm not disputing that fact. However, every example you've linked indicates the same thing: the anticipated party can choose to make itself party to the pre-existing contracts, but is not obligated to make itself party to those contracts.

Elmarnieh:

It's not anywhere remotely close to what you're suggesting, because the resultant fetus/embryo/zygote/human/fertilized egg (really, pick whichever you want) cannot exercise that choice. As such, it cannot choose to bind anyone to a contract at any point prior to its own vocalization of sentient thought.

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Khross, the point you are discounting is that the existing party has an obligation entirely dependent on the whim of the anticipated party.

One more try to help you to see this: If a trust was created with an unknown but ascertainable future beneficiary (such as an unconceived child or not yet formed corporation), the future beneficiary is entitled to the benefit unless he/she/it positively disclaims it, and the trustees must preserve the trust assets in the interests of the unknown future beneficiaries.

Lonedar:

That is correct, however the contract is not between the existing party and the non-existent party until such time as the non-existent party does two things: 1. comes into existence and 2. positively claims to be party to the terms of the original contract.

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No, Khross, you take Nancy.

For me, Loretta's fine.

It happens to be exactly the same. The contract itself is dependent on the creation of the third party.

We went through this once before (though not quite as in depth) if you don't remember. I think there has been plenty of evidence shown that this isn't a new idea and the evidence wasn't provided by me.

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"...but there exists also in the human heart a depraved taste for equality, which impels the weak to attempt to lower the powerful to their own level and reduces men to prefer equality in slavery to inequality with freedom." - De Tocqueville

Elmarnieh:

You really haven't read the thread have you? All of the evidence in this very thread dictates that the anticipated party must make themselves (ie choose) party to the contract. Since an embryo cannot do that, nor appoint a proxy to do so for them, how do you propose it happens? The simple answer is ... it doesn't.

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The simple answer is your trying to pt a legal aspect on a fact of biology. The consent is the both of the parents entering into an agreement should a third party form - no different than many legal charters today. Simply because it doesn't fit into the narrow scope you've chosen as a qualification (and for the rest of humanity let me thank you for that self-appointment) means nothing to anyone except to you and those you choose to argue with.

I've stayed out of it mostly because I really don't feel the need to convince you. Sorry.

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"...but there exists also in the human heart a depraved taste for equality, which impels the weak to attempt to lower the powerful to their own level and reduces men to prefer equality in slavery to inequality with freedom." - De Tocqueville

And you're not? Contracts and agreements and consent are all legal concepts, not biological ones.

You still haven't answered, by the way, why you assume that humans have rights but not dogs.

Lets make it easier. If Wookies came here to visit, would they have rights?

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"Hysterical children shrieking about right-wing anything need to go sit in the corner and be quiet while the adults are talking."

That's 'cause zygotes don't pull people's arms out of their sockets when their rights are violated. Wookiees are known to do that.

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"It's real, grew up in trife life, the times of white lines
The hype vice, murderous nighttimes and knife fights invite crimes" - Nasir Jones

Aaaand we have a winner.

Elmo - if we say that death is the cessation of higher brain function, then it stands to reason that life is the beginning of higher brain function. Wouldn't you agree? Or would you argue that a corpse is a living being?

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It feels like all the people who want limited government really just want government limited to Republicans.
---The Daily Show

Again, cessation of higher brain function is used to indicate brain death. This means that higher brain function has permanently ceased, and that there is no point in keeping the body alive. But at that point the body is alive. It is a living organism, whose species is human.

edit. I missed the word higher... stupid me
I need coffee before i read this forum >.<

Monty the correct question would be - if we say that death is the cessation of brain function, then it stands to reason that life is the beginning of brain function. Wouldn't you agree? Or would you argue that a corpse is a living being?

I asked that question a couple of post back and didnt get an answer.

Aegnor - You are incorrect. In medicine, death is brain death. The body may be functioning, but you wouldn't call that human life. Machines can keep the body going indefinitely, but that is not human life. Human life is more than the functioning of heart and lungs.

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It feels like all the people who want limited government really just want government limited to Republicans.
---The Daily Show