Promoter vs. Corporate Liability
In getting a corporation started up, the founders often enter into a number of contracts before the corporation is offically formed. Before the corporation exists, the founders (or "promotors") are still on the hook themselves for any breach of the contract. At some point after the corporation has been fully created, though, the new corporation is liable for any contract breach, and the promotors are no more responsible for a breach than any other shareholder or corporate officer.
So at what point is the corporation responsible for a breach instead of the promotors? Tennessee courts have held that occurs only after adoption of the contract. The corporation can adopt the contract formally by signing it over, or informally by accepting the benefits of the contract. Once either of those things happens and the corporation has adopted the contract for itself, the corporation can sue or be sued for any breach. (See Windsor Hosiery Mills v. Haren, 413 S.W.2d 676 (Tenn. 1967)). This is always something to take a look at when someone claims breach of a contract that was formed around the same time a corporation was being formed.