Robertson v. Levy

Levy (defendant) agreed to form Penn Ave. Record Shack, Inc. to buy Robertson's (plaintiff) business, but the initial articles of incorporation were rejected. Levy nonetheless had Robertson assign his lease to Levy as 'president' of Penn Ave. and began operating under that name, and Robertson executed a bill of sale in exchange for a note signed 'Penn Ave. Record Shack, Inc. by Eugene M. Levy, President.' The certificate of incorporation was finally issued afterward, one payment was made on the note, and then Penn Ave. went out of business with no assets left; Robertson sued Levy personally for the unpaid balance, and the trial court found for Levy on the theory that Robertson was estopped from denying the corporation's existence.