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Albert v University
Publishing
16 June 1965
Bengzon, J.

SUMMARY:
Albert filed a case for breach of contract, and obtained a
favorable judgment against, University Publishing. When
such decision was sought to be executed, it was discovered
that University Publishing wasnt registered. Albert sought
to have the writ of execution issued against Aruego, who
has been acting on behalf of the corporation. Aruegos
defense is that he is not a party to the case
DOCTRINE:
Where a corporation, through its president, entered into a
contract with another for the exclusive right to publish his
book but the corporation failed to pay the contract price,
the judgment rendered against the corporation may be
enforced against the president who participated all through
out the hearings when it turned out that the corporation is
not duly registered with the Securities and Exchange
Commission. The real defendant in a suit against a
corporation with no valid existence is the person who has
control of its proceedings.
FACTS:
- Almost 16 years ago before this case was decided, Albert sued
University Publishing Co, Inc. for breach of contract. Court ruled
to award Albert with damages in 2 other cases.
- When the previous decision making University Publishing Co
liable for damages was executed, Albert reported to the lower
court that there is no such entity as University Publishing Co, Inc,
thereupon, praying that the writ of execution be issued against
Aruego (President of University Publishing).

- Instead of informing the lower court that it had in its possession

the certificate of registration and its by-laws, which were material
to the issue of corporate existence, University Publishing chose to
remain silent thereon, and countered the petition by saying that
Aruego wasnt a party to the case.
- After the court denied the petition, Albert brought an appeal on
the issue of corporate existence of University Publishing as
determinative of the responsibility of Aruego, the person/official
who had always moved and acted for in behalf of University
Publishing
ISSUES/HELD:
1. WON Aruego should be held liable? (YES)
RATIO:
- It is worth noting that Aruego started the negotiation which
culminated in the contract between the parties, signing as the
President of University Publishing. Likewise, he was the one who
made partial payments for and in behalf of University Publishing.
In other words, it was Aruego who moved and acted as or for
University Publishing.
- When the issue of corporate entity was presented before the
court, University Publishing Co, Inc., chose to keep the courts in
the dark by withholding pertinent documents and papers in its
possession and control, perforce the SC had to decide on the
points raised according to the records of the case.
- As a consequence of the certification of the Securities and
Exchange Commission that its records "do not show the
registration of University Publishing Co., Inc., either as a
corporation or partnership," this Court concluded that by virtue of
its non-registration, it can not be considered a corporation. SC
further said that it has therefore no personality separate from
Jose M. Aruego and that Aruego was in reality the one who
answered and litigated through his own law firm counsel. Stated
otherwise, we found that Aruego was in fact, if not in name, the
defendant. Aruego is therefore responsible for his acts on behalf
of University Publishing

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- University Publishing Co., Inc. must be deemed as unregistered,
since by defendant-appellee's choice the record shows it to be so.
Defendant-appellee apparently sought to delay the execution by
remaining unregistered per the certification of the Securities and
Exchange Commission. It was only when execution was to be

carried out, anyway, against it and/or its president and almost

19 years after the approval of the law authorizing reconstitution
that it reconstituted its records to show its registration,
thereby once more attempting to delay the payment of plaintiff's
claim, long since adjudged meritorious.