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P and D entered into an agreement whereby D was to form a corporation which was to purchase P's business. D submitted articles of incorporation on December 27, 1961, but no certificate of incorporation was issued. Pursuant to the contract an assignment of lease was entered into on December 31, 1961, with D acting as president of Penn Ave. Record Shack, Inc. On January 2, 1962, the articles of incorporation were rejected. On the same day, D began to operate the business under the name Penn Ave. Record Shack, Inc. P executed a bill of sale to Penn Ave. Record Shack, Inc. on January 8, 1962, and received a note providing for installment payments signed 'Penn Ave. Record Shack, Inc. by Eugene M. Levy, President.' The certificate of incorporation was issued on January 17, 1962. One payment was made on the note. Penn Ave. Record Shack, Inc. ceased doing business in June 1962 and is presently without assets. P sued D for the balance due on the note and for costs incurred in settling the lease arrangement with the original lessor. The trial court held that P was estopped to deny the existence of the corporation.

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