Reference no: EM131605874

Anna and Thomas own a consulting firm jointly as general partners. They specialize in helping local political candidates run their campaign. Because their business has been growing, they decide to incorporate in order to have greater protection against personal liability. Anna and Thomas fill out the paperwork to be filed with the Secretary of State to incorporate their business. Thomas tells Anna that he will take care of mailing in the Articles of Incorporation. However, the envelope containing the Articles of Incorporation falls in between the seats of Thomas’ car, and he forgets about it. Anna changes all of the documents of the consulting firm to reflect “Inc.” after its name since they are incorporating the business. She also changes the sign outside of their office building to add “Inc.” to the business name. One week after Thomas was supposed to have mailed the Articles of Incorporation, Anna takes on a new client who is running for mayor of a local city. The mayor asked for Anna's assistance in running his campaign only a couple months before the election. Unfortunately, despite Anna's best efforts, the client loses the race. The client sues Anna and Thomas personally, claiming that they are liable for the loss of the race because of a piece of campaign literature that Anna created which the client believes had the effect of casting him in a bad light. That is when Anna discovers that the Articles of Incorporation for the business were never filed. Discuss under what doctrine of law Anna and Thomas could be held personally liable (aside from the merits of the lawsuit). Make sure to fully discuss all of the elements of the theory of law, and whether the Anna and Thomas would ultimately be held personally liable. 300 words or more