Stanford, CA asked in Business Law, Personal Injury and Civil Litigation for California

Q: Who can be sued in a tort lawsuit if the defendant (a corporation) was not yet incorporated at that time?

Person X is setting up a corporation, but some paperwork was not signed and the company therefore not incorporated. During that time, X did something very negligent and caused damage. Person Y now wants to sue! But who can he sue? Person Y, the corporation (that was not properly incorporated and therefore did not exist) or both? Is there any statue or case law?

3 Lawyer Answers
William John Light
William John Light
Answered
  • Santa Ana, CA
  • Licensed in California

A: He can sue Person X and the corporation. Person X did something "very negligent". He is liable for his negligence whether or not the corporation was validly formed. The corporation became liable for Person X's actions when it was properly formed.

Theodore Allan Greene
Theodore Allan Greene
Answered
  • Sacramento, CA
  • Licensed in California

A: He can sue X for sure. It's a little hard to determine whether or not the Corp has any liability since it really didn't exist at the time of the negligence but some more questions would need to be answered to be sure. Is X the sole owner of the Corp? Did X claim he was acting under the not yet formed Corp... Etc...

Peter N. Munsing
Peter N. Munsing
Answered

A: Sue the person that did the wrong thing.Contact a member of CAOC--they give free consults.

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