Timberline Equipment Co. v. Davenport
Oregon Supreme Court
514 P.2d 1109 (1973)
Davenport, Dr. Gorman, and Dr. Bennett (defendants) operated as partners doing business as 'Aero-Fabb Co.' while defective incorporation articles were pending, and before Aero-Fabb's certificate of incorporation actually issued, Davenport entered a rental agreement with Timberline Equipment (plaintiff) on the business's behalf; when Timberline sued under the rental agreement after the certificate later issued, the trial court found for Timberline, and Bennett alone appealed, arguing he shouldn't be personally liable for a contract entered before formal incorporation.
Whether, under the Oregon Business Corporation Act, a co-owner will be personally liable for a contract entered into on behalf of the business before a certificate of incorporation is issued.