L-11442 May 23, 1958

FACTS Manuela T. Vda. de Salvatierra appeared to be the owner of a parcel of land. On March 7, 1954, said landholder entered into a contract of lease with the hilippine !ibers roducers "o., #nc., alle$edl% a corporation &dul% or$ani'ed and e(istin$ under the laws of the hilippines. )pparentl%, the afore*entioned obli$ations i*posed on the alle$ed corporation were not co*plied with because on )pril 5, 1955, )lanuela T. Vda, de Salvatierra filed with the "!# a co*plaint a$ainst the hilippine !ibers roducers "o., #nc., and Se$undino +. ,efuer'o, for accountin$, rescission and da*a$es. On -une ., 1955, the lower "ourt rendered /ud$*ent $rantin$ plaintiff0s pra%er 1o appeal therefro* havin$ been perfected within the re$le*entar% period, the "ourt, upon *otion of plaintiff, issued a writ of e(ecution, in virtue of which the rovincial Sheriff of 2e%te caused the attach*ent of 3 parcels of land re$istered in the na*e of Se$undino ,efuer'o. 1o propert% of the hilippine !ibers roducers "o., #nc., was found available for attach*ent. On -anuar% 31, 1954, defendant Se$undino ,efuer'o filed a *otion clai*in$ that the decision rendered in said "ivil "ase 1o. 1915 was null and void with respect to hi*, there bein$ no alle$ation in the co*plaint pointin$ to his personal liabilit% and thus pra%ed that an order be issued li*itin$ such liabilit% to defendant corporation. Whether or not Rufuerzo, president of an unregistered corporation PFPI, is liable for the obligations of the said corporation. R!LING There can be no 6uestion that a corporation with re$istered has a /uridical personalit% separate and distinct fro* its co*ponent *e*bers or stoc7holders and officers such that a corporation cannot be held liable for the personal indebtedness of a stoc7holder even if he should be its president and conversel%, a stoc7holder or *e*ber cannot be held personall% liable for an% financial obli$ation be, the corporation in e(cess of his unpaid subscription. 8ut this rule is understood to refer *erel% to re$istered corporations and cannot be *ade applicable to the liabilit% of *e*bers of an unincorporated association. The reason behind this doctrine is obvious-since an organization which before the law is nonexistent has no personalit and would be inco!petent to act and appropriate for itself the powers and attribute of a corporation as provided b law" it cannot create agents or confer authorit on another to act in its behalf" thus, those who act or purport to act as its representatives or agents do so without authorit and at their own ris#. )nd as it is an ele*entar% principle of law that a person who acts as an a$ent without authorit% or without a principal is hi*self re$arded as the principal, possessed of all the ri$hts and sub/ect to all the liabilities of a principal, a person actin$ or purportin$ to act on behalf of a corporation which has no valid e(istence assu*es such privile$es and obli$ations and co*es personall% liable for contracts entered into or for other acts perfor*ed as such, a$ent "onsiderin$ that defendant ,efuer'o, as president of the unre$istered corporation hilippine !ibers roducers "o., #nc., was the *ovin$ spirit behind the consu**ation of the lease a$ree*ent b% actin$ as its representative, his liabilit% cannot be li*ited or restricted that i*posed upon corporate shareholders. #n actin$ on behalf of a corporation which he 7new to be unre$istered, he assu*ed the ris7 of reapin$ the conse6uential da*a$es or resultant ri$hts, if an%, arisin$ out of such transaction.