find the fact of Kelner vrs baxter

Contracts made on behalf of a company before it has been incorporated
cannot, in essence, bind the company because the company does not
exist until it is incorporated.

The case of Kelner -v- Baxter (1866) LR 2 CP 174 was one in which
goods were ordered by a proposed company and it was held that the
company was not liable as it did not yet exist. However, the defendant
who acted on behalf of the unformed company was held to be liable.
  
Easy!