Ashbury Railway Carriage Co. Ltd v Riche [1875] is a UK case that dealt with the issue of whether a pre-incorporation contract can be enforced against a company after it is incorporated.

In the case, the Ashbury Railway Carriage Company was formed to manufacture and sell railway carriages. Before the company was incorporated, it entered into a contract with Mr. Riche to purchase and install a set of carriage springs. However, after the company was incorporated, it refused to honor the contract and Mr. Riche sued the company for breach of contract.

The court held that the pre-incorporation contract was not enforceable against the company after it was incorporated. The court reasoned that the company did not exist as a legal entity before it was incorporated, and therefore could not be bound by the actions of its promoters. The court also noted that the company’s memorandum of association, which set out its objects and powers, did not authorize the purchase and installation of carriage springs.

The case established the principle that a pre-incorporation contract cannot be enforced against a company after it is incorporated. This principle is known as the “rule in Ashbury v Riche.” However, it should be noted that subsequent legislation has provided for some limited exceptions to this rule, particularly in relation to contracts made on behalf of a company by its promoters or agents before its incorporation.