Boulden v. Albiorix, Inc., C.A. No. 7051-VCN (Del. Ch. April 10, 2013). See previous Court of Chancery decision in this case highlighted on these pages here.
This case addresses claims against a pre-incorporation promoter in the procedural context of applying the standard under Court of Chancery Rule 15(a) regarding the amendment of a complaint which requires the consent of the court. The court applies the following standard “The decision is a matter of discretion for the court, [and] must be denied, if after assuming the truth of the plaintiff’s allegations, the plaintiff has failed to state a claim upon which relief can be granted.” See footnote 6.
The claims in this case relate to whether a person should be held liable as a pre-incorporation promoter of the company involved. The court discusses the liability of a promoter who purports to act on behalf of a proposed corporation. See footnotes 7 through 10 and accompanying text. This opinion has a useful discussion of the standards that will be applied in connection with potential liability for persons who engage in pre-incorporation promotion and participate in the formation of a corporation on behalf of others.