Southern-Gulf Marine Co. v. Camcraft

SGM contracted w/ Camcraft to purchase a 156 supply vessel. The K was a form K from Camcraft. K had a provision that said the owner (SGM) was a citizen of the US within meaning of Shipping act of 1916. SGM later told Camcraft that they were a corporation of Cayman Isles of British West Indies, and that would ratify, confirm, and adopt the K. Camcraft defaulted on K obligation.

Trial judge held that K needs 2 parties, and SGM was incorporated after signing day of K, so K invalid, and was not a Texas Corp.

Can K be found invalid because there was no such Corp. in existence at the time of signing?

No, D still made agreement & intended to enter into a K.

Where a party has contracted with a corporation, and is sued upon the K, neither is permitted to deny the existence . . . of such corp." If situation was reversed and SMG tried to get out of K, Camcraft could hold them to it.