1. Wonda’s和Barns对Servco的责任：Wonda与Servco订立的供应和服务协议之间的前期合作协议是通过发起人Jim Barns发起的。 Barns代理公司Wonda，Barns与Wonda有受托关系，因此也对Servco负责。另一方面，Wonda仅与Servco组建了一项预先注册协议。虽然像Wonda这样的公司，如果愿意，可以强制执行一项预先合并的协议，所以不能强制这样做。作为一般规则，公司对发起人所签订的交易不承担责任。但是，当公司采用交易的好处时，例外情况是这样的，因为Wonda不会从交易中获益。
1. Wonda’s and Barns’ liability to Servco: Pre-incorporation agreements, such as the supply and service agreements that Wonda entered into with Servco were through the promoter Jim Barns. The promoter Barns has represented the corporation Wonda, Barns has a fiduciary relationship with Wonda and hence is also liable to Servco. On the other hand Wonda formed only a pre-incorporation agreement with Servco. While a corporation such as Wonda, can enforce a pre-incorporation agreement if it wants to, it cannot be forced to do so. As a general rule corporation will not be held liable for transactions that are entered into by a promoter. However there is an exception when a corporation adopts the benefits of transaction, this exception is not applicable here as Wonda does not incur any benefits from the transaction. 2. Necessary requirements to properly declare and pay cash dividends: When making a cash dividend the corporation must ensure that there is adequate cash for its routine inventory assessments, replacements, expansions and its liabilities. Before the dividend is distributed, the corporation has to declare them. The liability for the divided has to be created and furthermore the corporation must check that it will have a cash balance to pay the dividend and still have cash to meet liability. In the given case study, Wonda did not have the necessary funds for a dividend of 25,000$ to be paid to shareholders and neither did the directors declare the dividends as required. Wonda’s payments were improper. 3. Defenses: As a private company, Wonda can argue that its interim and its initial accounts were sufficient enough for the directors to make a reasonable judgment on the profits, losses and liabilities and hence in such a case, the distribution would be warranted. However in the case study Wonda suffered severe damages because of this improper distribution, hence their defense might not be taken into account.