Commercial Law in Manitoba: Pre-Incorporation Transactions - Part I
Bibliographic record
Abstract
his is the first in what I hope may become a series of short articles suggesting law reform in Manitoba with respect to corporate and commercial law topics.In this first paper, my suggestion for law reform is simple: amend s. 14 of the Corporations Act 1 to cover oral pre-incorporation transactions as well as written ones. 2 While some of the arguments presented below are quite technical in nature, the basic thrust of the argument is this.Currently, the law treats written preincorporation transactions by statute and excludes oral transactions, which are left to the common law to resolve.While corporations can be formed very quickly, pre-incorporation transactions nonetheless remain a key part of any business-law practice.Therefore, if this area of law can be improved, in my view, an attempt should be made to do so.Some justifications for the maintenance of the status quo are conceivable.However, in my view, none of these justifications stand up terribly well to genuine scrutiny.The statute is very certain in its application and tends to keep transactions enforceable.This is consonant with both the purpose of the statute as facilitative of transactions, and with the general law of contracts, which generally tries to accord with the reasonable expectations of the parties.The common law is not as successful in either facilitating transactions, or in meeting the reasonable expectations of the parties.The statutory approach is also more consistent with both the general law of contracts, as well as corporate law.
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How this classification was reachedexpand
Full frame distilled prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. Learned from the 10,348 direct Codex labels and 10,348 direct Gemma labels. Candidate is the union of thresholded teacher heads; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels or direct frontier model labels.
Codex and Gemma teacher scores by category
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.001 | 0.000 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.000 | 0.000 |
| Science and technology studies | 0.001 | 0.000 |
| Scholarly communication | 0.000 | 0.003 |
| Open science | 0.000 | 0.000 |
| Research integrity | 0.000 | 0.000 |
| Insufficient payload (model declined to judge) | 0.000 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one teacher head, not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".