Prior to Incorporation, Mang‟ea and Wanyoike, promoters of Maendeleo Co. Ltd convened public meetings. Saidi and Mutuku requested to subscribe for shares in the proposed company. They paid for shares both before and after incorporation, but when the company was finally incorporated, it did not issue any shares to Saidi and Mutuku. Advise Mutuku and Saidi

• This problem is based on pre-incorporation contracts.
• In this case Saidi and Mutuku bought shares before and after incorporation of the company.
• The purchase of shares from Mangea and Wanyoike before incorporation is enforceable since the company entered into a similar transaction after incorporation.
• My advise to Saidi and Mutuku is to apply to the high court for the rectification of the register of Maendeleo Co. Ltd to include their names.
• This is because at common law, a pre-incorporation contract is enforceable if after incorporation the company has entered into a new contract similar to the previous agreement.
• This advice is based on the decision in Mawogola Farmers and Growers Co. Ltd. V.Kayanja and others.

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