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Neither is it contended that he entered into said

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Unformatted text preview: of the result. The Court of Appeals doubly erred in ordering that the cause be remanded to the court of origin for further trial to determine whether the corporation had sufficient stock of palay at the time appellant sold, 1500 cavans of palay to Kwong Ah Phoy. First, if that point was material to the issue, it should have been proven during the trial; and the statement of the court that it had not been sufficiently discussed and proven was no justification for ordering a new trial, which, by the way, neither party had solicited but against which, on the contrary, both parties now vehemently protest. Second, the point is, in any event, beside the issue, and this we shall now discuss in connection with the original judgment of the Court of Appeals which the plaintiff cross- petitioner seeks to maintain. The action being on a contract, and it appearing from the preponderance of the evidence that the party liable on the contract is the Natividad- Vazquez Sabani Development Co., Inc. which is not a party herein, the complaint should have been dismissed. Counsel for the plaintiff, in his brief as respondent, argues that altho by the preponderance of the evidence the trial court and the Court of Appeals found that Vazquez celebrated the contract in his capacity as acting president of the corporation and altho it was the latter, thru Vazquez, with which the plaintiff had contracted and which, thru Vazquez, had received the sum of P8,400 from Borja, and altho that was true from the point of view of a legal fiction, "ello no impede que tambien sea verdad lo alegado en la demanda de que la misma persona de Vasquez fue la que contrato con Borja y que la misma persona de Vasquez fue quien recibio la suma de P8,400." But such argument is invalid and insufficient to show that the president of the corporation is personally liable on the contract duly and lawfully entered into by him in its behalf. It is well known that a corporation is an artificial being invested by law with a personality of its own, separate and distinct from that of its stockholders and from that of its officers who manage and run its affairs. The mere fact that its personality is owing to a legal fiction and that it necessarily has to act thru its agents, does not make the latter personally liable on a contract duly entered into, or for an act lawfully performed, by them for an in its behalf. The legal fiction by which the personality of a corporation is created is a practical reality and necessity. Without it no corporate...
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