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Case D: Governance Corporation, Bl corporation,
and Susan Schultz, president and principle
shareholder of TBI, agreed to form a new
corporation, Model Board. TBI and Governance
were in the business of providing unique guidance
formats and analysis tools for advising boards of
directors on governance issues. Mark Schlussel
was supposed to take care of the formalities
involved in incorporating Model Board. When little
progress was made in gaining financing for Model
Board, Schultz announced that TBI intended to
take on some business opportunities that Model
Board had intended to pursue. Model Board sued
TBI for interference with its business opportunities.
TBI moved to dismiss on the grounds that Model
Board had no capacity to sue because it had never
been incorporated. Is a court that adheres to the
historical approach likely to dismiss this suit
because Model Board has no corporate existence?
Explain.
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Transcribed Image Text:Case D: Governance Corporation, Bl corporation, and Susan Schultz, president and principle shareholder of TBI, agreed to form a new corporation, Model Board. TBI and Governance were in the business of providing unique guidance formats and analysis tools for advising boards of directors on governance issues. Mark Schlussel was supposed to take care of the formalities involved in incorporating Model Board. When little progress was made in gaining financing for Model Board, Schultz announced that TBI intended to take on some business opportunities that Model Board had intended to pursue. Model Board sued TBI for interference with its business opportunities. TBI moved to dismiss on the grounds that Model Board had no capacity to sue because it had never been incorporated. Is a court that adheres to the historical approach likely to dismiss this suit because Model Board has no corporate existence? Explain.
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