N-Ext Corp.(NEC) was defectively organized.As a result,even a corporation by estoppel could not be formed.As representatives of NEC,Pete (a shareholder manager) and Dave (a nonshareholder manager) made a contract with a vendor for supplying raw materials to NEC.The vendor did not get paid as per the contract.Who is liable in this situation?

A) NEC
B) Dave and NEC
C) Pete,Dave,and the management of NEC
D) Pete and NEC

Corporation by Estoppel

A principle where a company is treated as if it were legally incorporated, due to its conduct, even if it failed to complete the formal incorporation process.

Defectively Organized

Pertains to an entity or group that has not been set up correctly according to legal requirements or standards.

Shareholder Manager

An individual who both owns shares in a corporation and actively manages or participates in its governance and operations.