Elijah, Daren, and Ms. Melinda Myers decided to form a corporation for bottling and selling cranberry juice. Elijah and Daren were to operate the business, and Ms. Melinda Myers was to supply the necessary capital but was to have no voice in the management. They went to a lawyer, J. Williams, Esq., who agreed to organize a corporation for them under the name Quality Juice Inc., and paid the funds sufficient to accomplish the agreement to set up Quality Juice Inc., J. Williams, Esq. promised that the corporation would definitely be formed by May 3. On April 27, Daren telephoned J. Williams, Esq. to inquire of the progress, and J. Williams, Esq. said he had drafted the articles of incorporation and would send them to the Secretary of State that very day. He assured Daren that the incorporation would occur before May 3.
Relying on J. Williams, Esq.'s assurance, Daren, with the approval of Elijah, on May 4 entered into a written contract with Organic Farms for the latter's entire cranberry crop. The contract was executed by Daren on behalf of "Quality Juice Inc." Organic Farms delivered the cranberries as agreed. Unknown to Elijah, Daren, Ms. Melinda Myers and Organic Farms, the articles of incorporation were never filed, because J. Williams, Esq. became distracted and went to the horseracing track. The new business, which was to have been incorporated subsequently failed.
What are Organic Farms’ rights, if any, against the individuals to pay for the cranberries Organic Farms supplied?
