Albert vs. University Publishing Co.G.R. No.

L-19118; January 30, 1965FACTS: Mariano Albert entered

into a contract withUniversity Publishing Co., Inc. through Jose M. Aruego, its President,
wherebyUniversitywouldpayplaintifffortheexclusive right to publish his revised Commentaries on the
Revised Penal Code.The contract stipulatedthat failure topay one installment would render the rest of
the payments due.When University failed to pay the second installment, Albert sued for collection and
won.However, upon execution, it was found that University was not registered with the SEC.Albert
petitionedfor awritofexecutionagainstJoseM.Aruego as the real defendant. University opposed, on the
ground that Aruego was not a party to the case.ISSUE: WON Aruego can be held personally liable to
theplaintiff.HELD:YES.TheSupremeCourtfoundthatAruegorepresentedanon-
existententityandinducednotonlyAlbertbutthecourttobelieveinsuchrepresentation.Aruego,actingasrepre
sentativeofsuchnon-existentprincipal, was the real party to the contract sued upon, andthus assumed
such privileges and obligations and became personally liablefor the contract entered into or for othera
ct sp e r fo rm eda ss u c ha ge nt .O n ew h oh a si n d u c edanothertoactuponhis
wilfulmisrepresentationthatacorporation was duly organized and existing under thelaw,cannot
thereafter set up against his victim the principle ofcorporation by estoppelThe SupremeCourt
likewiseheld thatthe doctrineofcorporation by estoppel cannot be set up against Albertsince it was
Aruego who had induced him to act upon his(Aruego's)willfulrepresentationthatUniversityhadbeenduly
organized and was existing under the law.