“ A promoter commonly makes the plans for the business operations to be carried on, estimates the possible profits, solicits subscriptions to the stock of the proposed corporation, and, in short, does all he can to bring about its organization. A promoter is held to stand in a fiduciary relation to the prospective company. ”

“ If a person urges others to form a company and buy something he has to sell, and does not himself become identified with the organization, he is not a promoter in the above sense, and may obtain the best price he can induce the company to pay for his property. A corporation, when organized, is not liable for any ‘contracts’ entered into on its behalf by the promoter prior to its organization. ”

“ If a promoter makes fraudulent misrepresentations as to the prospects of the intended corporation, any subscriber deceived thereby may cancel his subscription, and may recover any damages he may sustain from the promoter. ”