Contractspartij vennootschap in oprichting

Monday, 03 March 2008 09:49

It often occurs that agreements are entered into, whilst one of the parties to the contract has not yet been incorporated. For the cessation of the joint and several liability of a party signing a contract on behalf of a partnership to be incorporated, ratification of the juristic act alone is insufficient. This is something the law courts of Arnhem recently highlighted again (law courts Arnhem 6 February 2008, LJN BC4031). In this case, the question arose as to whether the defendant or the party specified in an agreement as being a company in the process of being formed was a contractual party to an agreement with the plaintiff. Of primary importance was the fact that the intention of the parties was that, upon formation of the contract, the defendant would establish a company with a certain name in accordance with Irish law. What was not disputed was the fact that defendant had not set up a company with the intended name. The defendant had set up a partnership with another name. In its first shareholder meeting, this company ratified the agreement. In addition to the ratification, it is required that an identity exist between the company to be set up, on whose behalf action has been taken, and the company set up. Whether or not this is the case will depend (according to the Supreme Court) on the circumstances of the case, such as the names of the company in the process of formation and the company set up, the people involved in both companies, the nature of the business practiced by the companies, the capital of the company set up in light of the size of the transaction, which, in respect of the company in the process of formation, has been declared in the deed of formation and which, in respect of both companies, has been registered in the trade register. Questions? Telephone Pietia Laarhoven T +31 (0)71 - 535 80 75 or E This e-mail address is being protected from spambots. You need JavaScript enabled to view it