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Business Associations Keyed to Coffee, 9th Ed.
Thompson & Green Machinery Co., Inc. v. Music City Lumber Co., Inc.
Citation:
683 S.W.2d 340 (1984)Facts
On January 27, 1982, Joseph E. Walker, as President of Music City Sawmill Co., Inc., purchased a wheel loader from plaintiff Thompson & Green Machinery Co., Inc. and signed a promissory note for $37,886.30. Unknown to both parties at the time, Sawmill was not yet incorporated—its incorporation occurred on January 28, 1982, one day after the transaction. When Sawmill was unable to make payments, it returned the wheel loader on August 27, 1982. Thompson & Green sold the loader for $15,303.83 and applied the proceeds to the note, leaving a balance of $17,925.81. From January to August 1982, both parties dealt with each other as corporations. Thompson & Green sued Sawmill and Music City Lumber in May 1983 to recover the balance due, and later amended the complaint to include Walker personally after discovering Sawmill’s incorporation date. Walker argued that Thompson & Green was estopped from denying Sawmill’s corporate existence because it had dealt with Sawmill as a corporation and did not intend to bind Walker personally.
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