Victoria Adamson and Bobby Lemay opened a partnership business to deal in office supplies, learning materials and a book distribution company. The business becomes extremely successful, and they open up a number of branches in other regions. In order to expand the business, they consulted their lawyers to incorporate the business. The new company was to be called ‘Lemdams Stationery Ltd.’ Naomi Adade a renewed upcoming children’s book writer was eagerly seeking to sign a contract with a distributing company around the time Victoria and Bobby decided to register their company. Victoria and Bobby approach Naomi and asked her to do business with them and gave her deals she wasn’t able to resist. The duo tells Naomi that the name of their company was Lemdams Ltd. Eager to get a distributor for her books and also wanting to get the distribution gig, the duo did not wait for the incorporation and enters into the contract using the name Lemdams stationery ltd. After some few months Victoria and Bobby now bring on Covidson and Maskacne on board as directors. The certificate of incorporation is then issued. and, at the first board meeting of the new company, the contract is ratified by the board. Shortly after, Naomi finds out that Victoria and Bobby at the time of signing the company and says that she will sign with another company because she was lied to in the beginning. With the aid of decided cases and statute; Discuss

a) Ratification and incorporation 

b) Duties of promoters 

c) Duties of Directors

d) Separate legal entity Principle