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company law help 2

I'm quite sick in company law and i need your help again?

Question
F wants to establish a business to sell flowers and decideds to do so through the medium of a company. B supplies flowers and material for florists. F writes to B on notepaper headed " Charming Blooms Ltd'requesting him to send weekly instalments of flowers to her at the shop premises. She also says that it is the company who will be responsible for payments under the contract and the signature at the bottom of the letter is signed ' F, Director, Charming Blooms Limited" F subsequently buys an offtheshelf company called "Captivating Blooms Limited" and intends changing its name but never gets round of it.B sends her a number of consignments of flowers and is paid by means of Cheques drawn on both F's personal account and an account belonging to Captivating Blooms Limited. She then runs into financial difficulties and stops paying B for flowers. B now seeks to sue F personally, claiming that she is liable under S51 of the Companies Act 2006. She claims that Captivating Blooms Limited is the proper defendant and that she is not liable.

advise B on the above facts. Would it make any difference if F had bought the offtheshelf company before making the contract.

as i'll present the legal issue raise from this story, i appreciat your help.

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