Kelner v Baxter (1866) LR 2 CP 174 is a UK company law case that concerned the liability of promoters for pre-incorporation contracts.
In this case, Kelner sold wine to a company yet to be formed by Baxter. Later the company was formed but went into liquidation before Kelner was paid. Kelber sued Baxter.
It was held that as the company did not exist at the time of the agreement it would be wholly inoperative unless it was binding on the promoters personally. Therefore, Baxter was personally liable for the debts.
The significance of this case is that a person (e.g. promoter) intending to act for a company yet to be formed is personally liable for the contracts made on behalf of the pre-incorporated company.
You can learn more about this topic with our Company Law notes.