s board of di ly-Rick, Ot lose corporat nancial acco d up Seven O 2. Jeremy inco
ID: 388106 • Letter: S
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s board of di ly-Rick, Ot lose corporat nancial acco d up Seven O 2. Jeremy incorporated Form Fit Concrete, Inc., but did not file its first annual report, so the state involuntarily dis- erted into ca ecific rules of embers of th , they are res of corporate solved the firm. Unaware of this, Jeremy contracted with Market Square to lay the foundations for a commercial building project. After the work was complete, Market Square refused to pay. To recover, Jeremy filed a claim as "FormFit Concrete, Inc." Market Square asked the court liable for an to dismiss the claim on the ground that the state had dis- solved that firm. Jeremy immediately filed new articles of incorporation for "FormFit Concrete, Inc." on unless the areholders o ermitted to a Can Jeremy recover from Market Square? Yes. Under the doctrine of corporation by business holds itself out as a corporation, and a third party deals with it as a corporation, neither party can raise the issue as to whether or not the corporation is validly filled the contract in good faith, as indicated by his lack of awareness of the dissolution, his continuing to act as a corporation, and his filing of new articles under the same corporate name immediately on learn- ing of the involuntary dissolution. Market Square dealt with FormFit as a up the corpo ted person w s involved in ae court if th In this problem, Jeremy ful- PROBL ning of this benefit of its performance. to market a d like to do b tion already name forthei eptively simila .It could caus t user to thesExplanation / Answer
Blank 1: Estoppel
Blank 2: incorporated
Blank 3: Corporation
Explanation: Doctrine of corporation by estoppel, clearly mentions that:
If a business holds itself out as a corporation, and third party deals with it as a corporation, neither party can raise the issue as to whether or not the corporation is validly incorporated.
Also while signing the contract FormFit Concrete, Inc., Market Square has signed the contract with it as a corporation and agreed to its benefits. However, after learning about the involuntary dissolution, Jeremy immediately filed new articles of incorporation under the same corporate name. This shows his intentions were not of dissolution.
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