[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.

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Definitions:

Boom-And-Bust Economic Cycles

Describes fluctuations in an economy where a period of rapid economic growth is followed by a period of sharp decline.

Market Economy

An economic system in which supply and demand guide the production and distribution of goods and services.

Imprisonment for Debt

The practice, now largely abolished, of jailing individuals who are unable to repay their debts.