Brown versus WP Media
Corporate law deals with the formation of corporations, their daily operation and their capacity to enter into a contract. The options of contracts for a corporation are more than those of a private individual or firm and as shown below includes the De Facto recognition of corporations’ existence and therefore its capacity to contract.
Did Alabama MBA exist as a de facto corporation when it entered into the contract with W. P. Media? Why or why not?
A corporation is considered to exist De facto if it has failed to comply with all the set mandates only due to minor errors such as wrong address set in the forms (Cross and Miller 424). When Alabama MBA entered into a contract with WPI Media in two thousand and one it was not a De Facto corporation as it had not yet filed for incorporation. That Alabama MBA decided to undertake business as a corporation is only relevant in its validity as a De facto corporation if it had not made steps to apply for incorporation. However, under the principal of Estoppel since it had held itself to being a corporation and had even undertaken a contract on the premise that it is, it is estopped from not upholding its part of the contract.
Would the result in this case have been different if the parties’ contract to build and operate a wireless network had been negotiated and agreed to entirely online? Discuss.
Cross and Miller.The legal Environment of Business: Texts and cases.Ohio: Cengage, 2010.