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Question
Maya and Theo planned to open a meal-prep business as HarvestBox LLC. Before any filing, Maya signed a six-month kitchen lease "for HarvestBox LLC, by Maya, organizer." She told the landlord that the LLC paperwork would be filed the following week. The landlord did not say whether it would release Maya personally after formation.
Two weeks later, articles of organization for HarvestBox LLC were accepted by the secretary of state. Maya and Theo then signed a short operating agreement allocating profits 60% to Maya and 40% to Theo and stating that both members could manage ordinary business matters. HarvestBox moved into the kitchen and paid rent for three months before defaulting. The landlord sues HarvestBox and Maya personally for unpaid rent.
Was HarvestBox validly formed, and who is liable on the kitchen lease? Discuss.