Newborne v. Sensolid
[1954] 1 QB 45 · King's Bench
A pre-incorporation contract purportedly by a company that does not exist may not bind anyone.
Unit II · Company Law
Prospectus and pre-incorporation contracts
Study aid only. Confirm statute numbers with the current bare Act and the official OU LL.B. (3-YDC) 2024–25 syllabus PDF.
Statute sections
| Act / instrument | Section | Name |
|---|---|---|
| Companies Act, 2013 | 2(70) | Prospectus |
| Companies Act, 2013 | 34–35 | Criminal and civil liability for misstatements |
| Companies Act, 2013 | 15 | Pre-incorporation contracts via promoters (practice) |
Landmark cases
Kelner v. Baxter
(1866) LR 2 CP 174 · Common Pleas
Promoters may be personally liable on pre-incorporation contracts.