Facts:

The case of Mariano A. Albert vs. University Publishing Co., Inc., G.R. No. L-19118, takes place within a long history of litigation starting on September 24, 1949. Mariano A. Albert (the plaintiff and appellant) filed a lawsuit against University Publishing Co., Inc. (the defendant and appellee) because the latter failed to pay for the publication rights of his work, "Commentaries on the Revised Penal Code." On July 19, 1948, an agreement was made wherein the publishing company, represented by its president, Jose M. Aruego, would pay Albert ₱30,000 in eight quarterly installments. However, university Publishing Co., Inc. only failed to pay the second installment. The defendant admitted to the existence of the contract but countered that Albert breached the agreement by not delivering his manuscript and sought damages.

Albert passed away before trial, leading to Justo R. Albert being appointed as the administrator of his estate. Upon evaluation, the Court of First Inst

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Facts:

Background and Previous Proceedings

• Mariano A. Albert, the plaintiff/appellant, had engaged in multiple suits against University Publishing Co., Inc., the defendant/appellee.
• In earlier cases, namely Albert vs. University Publishing Co., Inc. (G.R. No. L-9300, April 18, 1958) and Albert vs. University Publishing Co., Inc. (G.R. No. L-15275, October 24, 1960), the Court awarded damages for breach of contract, initially set at P23,000.00 but later reduced to P15,000.00 after taking into account partial payments.

The Contract and Allegations

• On July 19, 1948, defendant’s representative, Jose M. Aruego, purportedly as President of University Publishing Co., Inc., entered into a contract with plaintiff.
• The agreement granted the exclusive right to publish the plaintiff’s revised Commentaries on the Revised Penal Code in return for a payment of P30,000.00.
• The contract provided for payment in eight quarterly installments of P3,750.00 beginning on July 15, 1948, with the understanding that missing one installment would render the whole sum due immediately.
• Plaintiff asserted breach of contract on the basis that the second installment was not paid.
• Defendant, while admitting to the corporate existence and execution of the contract, counterclaimed alleging that the plaintiff had also breached the contract by failing to deliver his manuscript.

Substitution of Parties and Judicial Determinations

• Plaintiff’s death before trial resulted in the substitution of Justo R. Albert, the estate’s administrator.
• The Court of First Instance of Manila ruled in favor of the plaintiff on April 26, 1954, awarding damages and dismissing the defendant’s counterclaim for lack of evidence.
• Subsequent appellate decisions clarified and reduced the damages to P15,000.00, taking into account payments already made.

Execution Proceedings and Questioning Corporate Existence

• On July 22, 1961, the lower court ordered the issuance of an execution writ against University Publishing Co., Inc.
• On August 10, 1961, plaintiff petitioned for a writ of execution against Jose M. Aruego directly, on the ground that "University Publishing Co., Inc." did not exist as a duly registered entity.
• A certification from the Securities and Exchange Commission (dated July 31, 1961) stated that there was no record of registration for University Publishing Co., Inc.
• Defendant-appellee, through counsel, argued that Aruego was not a formal party to the case.
• The non-registration issue raised the significant question of whether the corporate entity was merely a name and if Aruego had, in reality, been the party conducting the litigation.

Representation and Implications of the Non-Existent Corporation

• Despite the prior assumption of a valid corporation, the SEC certification established that University Publishing Co., Inc. was not registered and thus lacked a separate juridical personality.
• Aruego had represented himself as the President of a duly organized entity and, through his actions and partial payments, induced the plaintiff and the court to believe in such corporate existence.
• The misrepresentation led to the argument that Aruego, by acting for a non-existent corporation, must be held personally liable for the contractual obligations.
• Although not formally named as a party defendant, Aruego actively participated in the proceedings, effectively having his “day in court.”

Issue:

Real Defendant and Personal Liability

• Whether the execution of judgment should be directed against Jose M. Aruego as the real, responsible defendant in light of his misrepresentation of corporate existence.
• Whether the failure of University Publishing Co., Inc. to register with the Securities and Exchange Commission nullifies its claim as a separate corporate entity.

Due Process Considerations

• Whether Aruego, despite not being formally named as the defendant, was afforded his full “day in court” and the due process rights inherent in litigation.
• Whether the substantive notice and participation by Aruego in the proceedings suffice to fulfill the due process requirements.

Evidentiary and Procedural Concerns

• Whether submissions of the registration papers by defendant-appellee, presented late in the proceedings, can be admitted to alter the established evidence of non-registration.
• Whether the procedural rules on admissibility of original papers and newly discovered evidence preclude the late introduction of documents intended to prove corporate validity.

Ruling:

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Ratio:

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Doctrine:

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