In May, Parr and Presba, while in the course of negotiations
with Barker (a salesperson for Quaker Hill) to purchase
plants and flowers, undertook to organize a corporation to
be named the Denver Memorial Nursery, Inc. On May 14
and 16, Parr signed two orders on behalf of Denver Memo-
rial Nursery, Inc., which, to the knowledge of Quaker Hill,
was not yet formed, that fact being noted in the contract.
A down payment in the amount of $1,000 was made. The
corporation was not formed prior to entering into the con-
tract because Quaker Hill insisted that the deal be concluded
at once since the growing season was rapidly passing. Under
the contract, the balance of the purchase price was not due
until the end of the year. The plants and flowers were
shipped immediately and arrived on May 26. The Denver
Memorial Nursery, Inc., was never formed. Quaker Hill seeks
to recover the unpaid balance of the purchase price from
Parr and Presba.
a. What are the arguments that Parr and Presba are personally
liable for the unpaid balance?
b. What are the arguments that Parr and Presba are not
personally liable for the unpaid balance?
c. Explain who should prevail
