The carpenter is not liable as the promoter hired him before the corporation was formed and the corporation then declined the work. McArthur has a cause of action against the Times Printing Company as she was hired by the promoter as the corporation's comptroller before it was formed, she started work on the date agreed, and all were aware of the contract, even if it wasn't formally approved. The other shareholders cannot cancel $200,000 of stock as the building was purchased by the promoters before the corporation was formed, so they set the initial terms, even if the actual purchase price was lower. Wayne is not liable for refusing the shares as his subscription agreement was an unaccepted offer and he