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Get more case briefs explained with Quimbee. Quimbee has over 16,300 case briefs (and counting) keyed to 223 casebooks ► https://www.quimbee.com/case-briefs-o... Robertson v. Levy | 197 A.2d 443 (1964) What happens if the owner of a would-be corporation starts running the business before it’s officially incorporated? Robertson versus Levy considered whether the owner of a failed business could fall back on common-law notions of de facto corporations, or whether he was bound by the requirements of modern business corporation statutes. Martin Robertson and Eugene Levy entered into an agreement under which Levy would form a corporation called Penn Avenue Record Shack, Inc., which would purchase Robertson’s business. Levy submitted articles of incorporation to the Superintendent of Corporations on December 27, but didn’t receive a certificate of incorporation at that time. Robertson and Levy entered into an assignment of the lease on December 31, with Levy named as president of Record Shack. The Superintendent of Corporations rejected the articles of incorporation on January 2. Nevertheless, Levy started operating the business that day. On January 8, Robertson executed a bill of sale of all his assets to the corporation. Levy gave him a note promising installment payments, signed quote “Penn Ave. Record Shack, Inc. by Eugene M. Levy, President.” Unquote. The certificate of incorporation was issued on January 17. Levy made one payment on the note. Then he ran out of money. Record Shack ceased doing business in June. Robertson sued Levy for the balance due on the note. Levy argued that, because Robertson had accepted a payment from the corporation, he was estopped from denying that a corporation existed, and Levy therefore wasn’t personally liable for the corporation’s debts. The trial court found for Levy. Robertson appealed to the Court of Appeals for the District of Columbia Circuit, claiming that Levy was liable because he’d acted as a corporation without authority. Want more details on this case? Get the rule of law, issues, holding and reasonings, and more case facts here: https://www.quimbee.com/cases/roberts... The Quimbee App features over 16,300 case briefs keyed to 223 casebooks. Try it free for 7 days! ► https://www.quimbee.com/case-briefs-o... Have Questions about this Case? Submit your questions and get answers from a real attorney here: https://www.quimbee.com/cases/roberts... Did we just become best friends? Stay connected to Quimbee here: Subscribe to our YouTube Channel ► https://www.youtube.com/subscription_... Quimbee Case Brief App ► https://www.quimbee.com/case-briefs-o... Facebook ► / quimbeedotcom Twitter ► / quimbeedotcom #casebriefs #lawcases #casesummaries