材料全屏 Don was instrumental in forming Eden plc, which was registered and received its trading certificate in December 20X4. It has subsequently come to the attention of the board of directors that the following events had taken place prior to the incorporation of the company: Don entered into a contract in the company's name to buy computer equipment, which the board of directors does not wish to honour. Don entered into a contract in the company's name to develop a particular patent, which the board of directors of Eden wishes to pursue but in relation to which the other party does not wish to proceed. Don entered into an agreement with Fad Ltd for business equipment. The agreement was made 'subject to adoption by Eden plc' but now Eden plc does not wish to pursue the agreement. 24 【论述题】 Explain whether Eden plc is liable for the computer equipment contract
【参考答案及解析】
The general rule is that a promoter is personally liable on any completed pre-incorporation contract entered into with a third party. A pre-incorporation contract is a contract purported to be made by a company or its agent at a time before the company has received its certificate of incorporation. In the situation involving the computer equipment, the directors of Eden plc are not legally bound to honour the purported contract with the supplier. The supplier will have to take action against Don for breach of contract.
The general rule is that a promoter is personally liable on any completed pre-incorporation contract entered into with a third party. A pre-incorporation contract is a contract purported to be made by a company or its agent at a time before the company has received its certificate of incorporation. In the situation involving the computer equipment, the directors of Eden plc are not legally bound to honour the purported contract with the supplier. The supplier will have to take action against Don for breach of contract.