Question: John, David, Sharon, and Ken decided to form a corporation for bottling and selling apple cider. John, David, and Sharon were to operate the business,
John, David, Sharon, and Ken decided to form a corporation for bottling and selling apple cider. John, David, and Sharon were to operate the business, while Ken was to supply the necessary capital but was to have no voice in the management. They went to Henry, an attorney, who agreed to organize a corporation for them under the name J-D-S Inc., and paid her funds sufficient to accomplish the incorporation. Henry promised that the corporation would definitely be formed by May 3. On April 27, Ken contacted Henry to assess the progress he was making, and Henry indicated that the paper work had been completed and that he would send the documents to the secretary of state that day. He told Ken that the corporation would be created prior to May 3.
Ken relied on Henry's representation and with the support of the others, entered into a contract on May 4 with Grower to purchase the entire production of Grower's apple orchard. The contract was negotiated by ken on behalf of "J-D-S Inc." Grower delivered the apples as agreed. Unknown to the members of the corporation or Grower, the articles of incorporation were never filed by Henry. The business failed a short time after that.
What are the right of Grower's against John, David, Sharon, and Ken as individuals?
Ken relied on Henry's representation and with the support of the others, entered into a contract on May 4 with Grower to purchase the entire production of Grower's apple orchard. The contract was negotiated by ken on behalf of "J-D-S Inc." Grower delivered the apples as agreed. Unknown to the members of the corporation or Grower, the articles of incorporation were never filed by Henry. The business failed a short time after that.
What are the right of Grower's against John, David, Sharon, and Ken as individuals?
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