After part of the shares of a proposed corporation had been successfully subscribed, the promoter hired a carpenter to repair a building that was intended to be conveyed to the proposed corporation.
The promoters subsequently secured subscriptions to the balance of the shares and completed the organization, but the corporation, finding the building to be unsuitable for its purposes, declined to use the building or to pay the carpenter.
The carpenter brought suit against the corporation and the promoter for the amount that the promoter agreed would be paid to him. Who, if anyone, is liable?