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Question
Mateo Chen, a promoter, forms Titan Forge Technologies, Inc. before incorporation and signs a lease with Helix Rentals to provide industrial equipment for a project to be undertaken by the future corporation. The lease is in the form: “Titan Forge Technologies, Inc., a corporation to be formed under the laws of the Philippines,” and is signed by Mateo in his capacity as promoter. Delivery occurs; after incorporation, Titan Forge Technologies, Inc. takes over the project, and Helix Rentals sues for the balance due. (a)Liabilities on the pre-incorporation contract: who is legally bound and why? (b)After incorporation, the corporation wishes to be bound by the contract. What formal step is required to bind the corporation and potentially release Mateo from liability? If the corporation takes that step, what happens to Mateo’s liability and Helix Rentals’ claim?