Wayne signed a subscription agreement for one hundred shares of stock of the proposed ABC Company, at a price of $18 per share. Two weeks later, the company was incorporated in a state that has adopted the Revised Act. A certificate was duly tendered to Wayne, but he refused to accept it. He was notified of all shareholders' meetings, but he never attended. A dividend check was sent to him, but he returned it. ABC Company brings a legal action against Wayne to recover $1,800.
He defends on the ground that his subscription agreement was an unaccepted offer, that he had done nothing to ratify it, and that he was therefore not liable on it. Is he correct? Explain.