Mixed Flashcards

A promoter-duo, Liza and Bruno, organize a venture and present it to TechSphere Industries as a fully formed corporation named NovaSail Corp. They sign a 90-day purchase order on behalf of NovaSail Corp. TechSphere Industries ships 30 high-end 3D printers worth 1,350,000 pesos and expects payment at 90 days. After 5 months it becomes clear that NovaSail Corp. was never legally incorporated under Philippine law. TechSphere Industries sues Liza and Bruno for payment, arguing that NovaSail Corp. is a corporation by estoppel.
(a) Identify the doctrine at issue and state the governing rule.
(b) Distinguish it from the concept of a de facto corporation.
(c) Apply the doctrine to the facts: who should be liable and why? Provide a concise conclusion.