Frank McAnarney and Joseph Lemon entered into an agreement to promote a corporation to engage in the manufacture of farm implements. Before the corporation was organized, McAnarney and Lemon solicited subscriptions to the stock of the corporation and presented a written agreement for the subscribers to sign. The agreement provided that the subscribers would pay $100 per share for stock in the corporation in consideration of McAnarney and Lemon’s agreement to organize the corporation and advance the reincorporation expenses. Thomas Jordan signed the agreement, making application for one hundred shares of stock. After the articles of incorporation were filed with the Secretary of State, but before the charter was issued to the corporation, Jordan died. The administrator of Jordan’s estate notified McAnarney and Lemon that the estate would not honor Jordan’s subscription.
After the formation of the corporation, Franklin Adams signed a subscription agreement making application for one hundred shares of stock. Before the corporation accepted the subscription, Adams informed the corporation that he was canceling it.
(a) Can the corporation enforce Jordan’s stock subscription against Jordan’s estate?
(b) Can the corporation enforce Adams’s stock subscription?