As per common law, a non-existing company does not have a legal status as to acquire contractual rights and
shoulder contractual obligations arising from a pre-incorporation agreement.
In English law the case:
Kelner V. Baxter (1866) 2LR 2CP 174 was one of the first case to consider pre incorporation contracts. The court held that a pre-incorporation contract shall make a person personally liable who acted on behalf of a non-existing entity.