Attygalle and Another v. Commercial Bank of Ceylon Ltd. – sllr 2002 volume 1 page 176

In the case between Attygalle and Another (acting through the Commercial Bank of Ceylon Ltd.) (plaintiff-respondent) and the directors of the unformed entity A. D. R. Products (defendant-appellants), the court addressed the enforceability of an agreement made on behalf of a company that was never incorporated and the personal liability of those acting as directors for such a non-existent entity. It was held that an individual who executes a contract on behalf of a non-existent company cannot evade personal liability, reaffirming the principle that legal personality and protection conferred by incorporation arise only upon a company’s legal formation. Precedents such as Kelner v. Baxter and others were relied upon, establishing that the defense of corporate veil is unavailable in the case o