Crossing Time's Boundaries: A Comparative View of Legal Responses to the Pre-Incorporation Contract

This article outlines the problems attendant on the conclusion of contracts intended to be performed by a company, though entered into by a promoter or interested party before the company's formation. Such pre-incorporation contracts, widely used as a vehicle for obliging co-contractants, are nonetheless not without difficulties, notably in cases where liability for performance or non-performance is at issue. It is the purpose of this article to take a comparative view of how these questions have been dealt with in a number of Commonwealth countries, including the United Kingdom, as well as in Europe, where the company law harmonisation initiative has attempted to create a unique rule to apply to both common law and civil law jurisdictions.