P - Pre-incorporation contracts
2/7/15
ROYAL MAIL ESTATES v TEESDALE [2015] EWHC 1890 (Ch)
A clause in a pre-incorporation contract provided that the contract was personal to the buyer (the company yet to be incorporated). The defendants, who signed on behalf of the buyer, argued that the clause prevented them from incurring personal liability on the contract under s 36C Companies Act 2006. The argument was rejected. Although s 36C is subject to contrary agreement, the agreement must be clear. Provision that the contract was to be personal to the company was not sufficient.
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