Illinois Controls, Inc. v. Langham

I

The present action requires us to determine the obligations created by the preincorporation agreement (“PIA”), whether such obligations have been breached and, if so, what parties are liable therefor. Appellees contend that the reference in the PIA to the marketing capabilities of Clark Balderson and BI was merely prefatory and therefore created no marketing obligation. The court of appeals agreed.

We are unable to concur in this conclusion. A review of the PIA reveals that the only “prefatory” language appears in the “whereas clause,” which set forth the parties’ desire to manufacture and…