Southern-Gulf Marine Co. No. 9, Inc. v. Camcraft, Inc.

Southern-Gulf Marine Co. No. 9 (plaintiff) contracted with Camcraft, Inc. (defendant) in 1979 for Camcraft to build a ship, representing in the contract that it was organized in Texas and unrestricted by the Shipping Act of 1916 — though Southern-Gulf had not actually been formed yet, and later turned out to be incorporated in the Cayman Islands rather than Texas, though it took steps ensuring it remained bound by the agreement. When Camcraft failed to deliver the promised ship, Southern-Gulf sued, and Camcraft sought a declaration that the contract was a nullity because Southern-Gulf didn't legally exist at the time of contracting; the trial court agreed and dismissed Southern-Gulf's suit, which appealed.