If one was to opine in context of the companies laws in India, a future company or for that matter anybody acting for a company, which is yet to be formed cannot execute a contract binding the said prospective company. In other words, a company which has not come into being cannot enter into a contract in it’s to be acquired name. Further, any contract so entered into cannot be made valid by a ratification post incorporation of the said concerned company; this is so because – such contracts are void ab initio and not voidable.
Yet, there is one exception, which is found in a non-companies law statute i.e. the specific relief statute. The exception recognizes the pre-incorporation contract in an eventuality where the promoters of a company have before its incorporation entered into a contract for the purposes of the company and such a contract is warranted by the terms of incorporation; and the company has post its incorporation accepted the contract and conveyed the same to the other party to the contract.
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