Reference no: EM13206203

1. Gina attends a local gym where she leaves her car keys on a key rack which is unattended but near the check-in counter. After her workout she discovers that her keys and car are missing. She calls the police. Several hours and several miles away the police spot the car and begin a hig-speed chase. The car thief runs a red light and crashes into Terry, who is injured. Terry sues Gina and the local gym for the tort of negligence. Their strongest defense to the lawsuit would be.

2. Marianne and Ellen want to form a corporation, Bridal Flowers Company, and thus retain the Bobbo Law Firm to prepare the articles of incorporation. Bobbo Law Firm files the articles of incorporation but Bobbo's paralegal forgot to have Marianne and Ellen sign the articles as incorporations. The state notices the omission, rejects the articles as defective, and sends it back to be signed and filed again. Meanwhile, Marianne and Ellen, thinking they now have a corporation commence doing business as a corporation and start to make contracts for the delivery of flowers for weddings. Unfortunately, they could not fulfill one contract with Brenda and Eddie and are now being sued individually and personally for breach of contract. Brenda and Eddie are also claiming emotional distress damages since their wedding was "ruined" due to the absence of the promised flowers. Marianne and Ellen claim that only the corporation, Bridal Flowers, is liable for the breach of contract and any damages. Marianne and Ellen under these circumstances are protected from individual personal liability by what corporate law doctrine?