This section contains the nature of the case and procedural background.

Harris (P) sold his business and its assets to J&R Construction. The articles of incorporation for J&R were signed by the incorporators on February 1, 1988, but were not filed until February 3, 1988. In 1991, J&R defaulted on its contract, and promissory note and P sued the incorporators of J&R. P alleged that the incorporators were jointly and severally liable on the corporation debt of $49,696.61 mainly because the articles of incorporation had not been filed at the time Joe Alexander, on behalf of the corporation, entered into the contract with P. The trial court held Joe liable but not Avanell Looney and Rita Alexander; neither of them had acted for or on behalf of the corporation pursuant to state code. P appealed.

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