Latigo Investments II, LLC v. Waddell & Reed Financial, Inc., February 18, 2009 (Diaz)(unpublished)

Members of a "pretended corporation" may have personal liability as individuals when a plaintiff has extended credit to the corporation, but they are not personally liable for all contractual obligations of the corporation.  In this case Defendant, a shareholder of a corporation that had not been formed, was not personally liable for the pretended corporation's failure to make a capital contribution to an entity formed by the Plaintiffs. 

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