[Shaky Bicycles] Lena Is an Incorporator Who Filed the Articles

question 25

Multiple Choice

[Shaky Bicycles] Lena is an incorporator who filed the articles of incorporation for XYZ Corporation, a corporation set up to sell bicycles. Lena incorrectly put the wrong street address in the document. Preetha, a manufacturer of bicycle parts, had sold a number of parts to XYZ Corporation. Unfortunately, the corporation was not making any profit, and Preetha was not paid in a timely manner. She checked the status of the corporation and discovered Lena's error. Preetha then claimed that the shareholders of XYZ Corporation were personally liable to her. Amy, another creditor of XYZ Corporation, also claimed that a shareholder, Rick, was personally liable to her. Amy alleged that Rick committed fraud against her when he told her that XYZ Corporation was making large amounts of money, that if she would only loan $50,000 to the corporation he would marry her, and that the corporation would make so much money that she would be wealthy in six months. She loaned the funds, but the corporation has been unable to pay her. Rick told her that he is sorry, but that her only avenue of recovery is through the corporation.
-Regarding the status of XYZ Corporation as a corporation, what would a court likely rule?

• A) That the business was a de jure corporation.
• B) That the business was a de facto corporation.
• C) That the business was a corporation by estoppel.
• D) That the business was a veiled corporation.
• E) That the business was not a corporation at all.

---

Definitions:

Psychological Phenomenon

An occurrence or event that is related to the mind or mental processes and how they influence behavior.

Groupthink

is a psychological phenomenon where the desire for harmony or conformity in a group leads to irrational or dysfunctional decision-making outcomes.

Cohesive Group

A collection of individuals who work together effectively, characterized by mutual respect, strong bonds, and a shared sense of identity and purpose.

Accountability

The obligation of individuals or organizations to report, explain, and be answerable for their actions or decisions.