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A promoter, Rafael Cruz, forms Arcadia Tech Ventures, Inc. before incorporation and signs a written contract with Global IT Services to provide ongoing IT services for a project to be undertaken by the future corporation. The contract states: 'Arcadia Tech Ventures, Inc., a corporation to be formed under the laws of the Philippines,' and is signed by Rafael in his capacity as promoter. Delivery of services begins; after incorporation, Arcadia Tech Ventures, Inc. takes over the project and Global IT Services sues for the balance due. (a) Liabilities on the pre-incorporation contract: who is legally bound and why? (b) After incorporation, the corporation wishes to be bound by the contract. What formal step is required to bind the corporation and potentially release Rafael from liability? If the corporation takes that step, what happens to Rafael’s liability and Global IT Services’ claim?

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Clara

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