Plaintiff dealt with the business as a corporation Plaintiff never expected to be able to look to the "shareholders" for personal liability. The defendants must have acted in good faith and not have mislead the plaintiff Corporation by Estoppel is not valid against non-contract creditors, i.e., tort creditors Defective incorporation occurs when the promoters fail to fully comply with the applicable corporate statute. De Jure Corporation De Facto Corporation Defective incorporation occurs when the promoters fail to fully comply with the applicable corporate statute. De Jure Corporation De Facto Corporation Corporation by Estoppel Defective Incorporation