Reference no: EM13943399

For five years, Henry and James had been engaged as partners in building houses. They owned the equipment necessary to conduct the business and had an excellent reputation. In March, Joyce, who previously had been in the same kind of business, proposed that Henry, James, and Joyce form a corporation for the purpose of constructing medium-priced houses. They engaged attorney Portia, who did all the work required and caused the business to be incorporated under the name of Libra Corp.

The certificate of incorporation authorized one thousand shares of $100 par value stock. At the organizational meeting of the incorporators, Henry, James, and Joyce were elected directors, and Libra Corp. issued a total of six hundred and fifty shares of its stock. Henry and James each received two hundred shares in consideration for transferring to Libra Corp. the equipment and goodwill of their partnership, which had a combined value of more than $40,000. Joyce received two hundred shares as an inducement to work for Libra Corp. in the future, and Portia received fifty shares as compensation for the legal services she rendered in forming Libra Corp.

Later that year, Libra Corp. had a number of financial setbacks and in December ceased operations. What rights, if any, does Libra Corp. have against Henry, James, Joyce, and Portia in connection with the original issuance of its shares?