Question

Clinton Investors Company, as landlord, entered into a three-year lease with the Clifton Park Learning Center as tenant. The lease was executed by Bernie Watkins who represented himself as the treasurer of the Learning Center. On May 31, 1984, the day before the lease term began, Watkins signed a rider to the lease. He again signed as treasurer of the tenant, identifying the tenant as “the Clifton Park Learning Center, Inc.” Watkins had not consulted an attorney regarding the formation of the corporation. He mistook the reservation of the business name with the Secretary of State for the filing of a certificate of incorporation. On February 11, 1985, a certificate of incorporation was filed. By March 1986, the Learning Center had become delinquent in rental payments and other fees in the amount of $18,103. Clinton sued Watkins and the Learning Center for the amounts due. Watkins claimed that only the corporation was liable. Decide.