Question

On January 27, 1982, Joe Walker purchased a wheel-loader machine from Thompson & Green Machinery Co. (T&G). Walker signed a promissory note for $37,886.30 on behalf of "Music City Sawmill, Inc., by Joe Walker, President." When Sawmill was unable to make payments on the loader, the machine was returned to T&G. T&G brought suit against Sawmill and subsequently discovered that Sawmill had not been incorporated on January 27, 1982, when the machine was purchased but had been incorporated the next day. T&G then sued Walker individually. The lawsuit was Walker's first notice that Sawmill was not incorporated on the date of the sale. Walker's defense was that T&G dealt with Sawmill as a corporation and did not intend to bind him personally on the note and therefore was estopped to deny Sawmill's corporate existence. Decide based on the 1969 MBCA. What would be the result if the RMBCA applied? [Thompson & Green Machinery Co. v. Music City Lumber Co., Inc., Music City Sawmill Co., Inc., 683 SW.2d 340 (Tenn. App.)]



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  • CreatedJune 06, 2014
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