What is the ratio in Kelner v Baxter?

Persons who contract on behalf of a company before incorporation are personally liable on those contracts, and the company cannot subsequently ratify such contracts.

What did the court decide in Kelner v Baxter?

The court held that the promoters were personally liable for the wine purchase contract made before the company's incorporation.

Why is Kelner v Baxter important for company law?

It established the fundamental principle of promoters' personal liability for pre-incorporation contracts, which remains central to company formation law.

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