Territorial Extent and Devolution Part 4: a Company’s Capacity and Related Matters Section 51: Pre-incorporation contracts, deeds and obligations
141.This section restates section 36C of the 1985 Act. A company is not bound by a contract purportedly made on its behalf before it came into existence unless the obligations are novated, i.e. a new contract must come into existence after incorporation on the same terms as the old one. Novation may be express or implied.