Reviewed case brief

Kelner v Baxter

(1866) LR 2 CP 174

(1866) LR 2 CP 174 · Court of Common Pleas

pre-incorporation-contractpromoter-liabilitypersonal-liabilitycompany-formation
Court
Court of Common Pleas
Year
1866
Subjects
Company Law
Reviewed
2026-08-02

Rule established

Promoters who contract on behalf of a non-existent company are personally liable on the contract

Facts

    Issues

      Held

        Ratio decidendi

        How to use it in an exam

        Editorial source

        (1866) LR 2 CP 174

        Educational summary only. Read the reported judgment or an authorised law report before relying on the case professionally.