1.

Harden v. Benguet  Consolidated Mining Co., 58 Phils. 141   (1933)

CORPORATIONS; MlNING CORPORATION; PROHIBITION AGAINST OWNING INTEREST IN OTHER
MINING CORPORATION; RIGHT OF ACTION.—Inasmuch as the Corporation Law contains, in section
190 (A), provisions fully penalizing the violation of subsection 5 of sec tion 13 of Act No. 1459,—which
prohibits the acquisition by one mining corporation of any interest in another,—and inasmuch as these
provisions have been enacted in the exercise of the general police powers of the Government, it results
that, where one mining corporation acquires a prohibited interest in another such corporation, the
shareholders of the latter cannot maintain an action to annul the contract by which such interest was
acquired. The remedy must be sought in a criminal proceeding or quo warranto action, under section 190
(A), instituted by the Government. Until thus assailed in a direct proceeding the contract by which the
interest was acquired will be treated as valid, as between the parties.

2.
Benguet Consolidated Mining Co. vs. Pineda, 98 Phil. 711, March 28, 1956
1.CORPORATION LAW; PROHIBITION AGAINST EXTENSION OF CORPORATE EXISTENCE BY
AMENDMENT OF THE ORIGINAL ARTICLES, APPLICABLE TO “SOCIEDADES ANONIMAS."—The
prohibition contained in section 18 of Act No. 1459, against extending the period of corporate existence
by amendment of the original articles, was intended to apply, and does apply, to sociedades anonimas,
already formed, organized and existing at the time of the effectivity of the Corporation Law (Act 1459) in
1906.

2. ID.; ID.; PROHIBITION VALID AND IMPAIRS NO VESTED RIGHTS.—The aforesaid statutory
prohibition is valid and impairs no vested rights or constitutional inhibition where no agreement to extend
the original period of corporate life was perfected before the enactment of the Corporation Law.

3.WHEN “SOCIEDAD ANONIMAS", MAY NOT CLAIM TO REFORM INTO A CORPORATION UNDER
SECTION 75 OF THE ACT.—A sociedad anónima, existing before the Corporation Law, that continues to
do business as such for a reasonable time after its enactment, is deemed to have made its election and
may not subsequently claim to reform into a corporation under section 75 of Act No. 1459. Particularly
should this be the case where it has asserted its privileges as such sociedad anónima before invoking its
alleged right to ref orm into a corporation.

3.

4.
International Express Travel & Tour Services, Inc. vs. Court of Appeals, 343 SCRA 674 , October
19, 2000
Corporation Law; National Sports Associations; Statutes; R.A. 3135 and P.D. No. 604 recognized the
juridical existence of national sports associations.—As correctly observed by the appellate court, both
R.A. 3135 and P.D. No. 604 recognized the juridical existence of national sports associations. This may
be gleaned from the powers and functions granted to these associations.

Same; Same; The powers and functions granted to national sports associations clearly indicate that these
entities may acquire a juridical personality.—The above powers and functions granted to national sports
associations clearly indicate that these entities may acquire a juridical personality. The power to
purchase, sell, lease and encumber property are acts which may only be done by persons, whether
natural or artificial, with juridical capacity. However, while we agree with the appellate court that national
sports associations may be accorded corporate status, such does not automatically take place by the
mere passage of these laws.
Same; Same; Philippine Football Association; It is a basic postulate that before a corporation may acquire
juridical personality, the State must give its consent either in the form of a special law or a general
enabling act; The Court cannot agree with the view of the Court of Appeals that the Philippine Football
Association came into existence upon the passage of RA. 3135 or P.D. 604.—It is a basic postulate that
before a corporation may acquire juridical personality, the State must give its consent either in the form of
a special law or a general enabling act. We cannot agree with the view of the appellate court and the
private respondent that the Philippine Football Federation came into existence upon the passage of these
laws. Nowhere can it be found in R.A. 3135 or P.D. 604 any provision creating the Philippine Football
Federation. These laws merely recognized the existence of national sports associations and provided the
manner by which these entities may acquire juridical personality.

Same; Same; Same; The statutory provisions require that before an entity may be considered as a
national sports association, such entity must be recognized by the accrediting organization, the Philippine
Amateur Athletic Federation under R.A. 3135, and the Department of Youth and Sports Development
under P.D. 604.—Clearly the above cited provisions require that before an entity may be considered as a
national sports association, such entity must be recognized by the accrediting organization, the Philippine
Amateur Athletic Federation under R.A. 3135, and the Department of Youth and Sports Development
under P.D. 604. This fact of recognition, however, Henri Kahn failed to substantiate. In attempting to
prove the juridical existence of the Federation, Henri Kahn attached to his motion for reconsideration
before the trial court a copy of the constitution and by-laws of the Philippine Football Federation.
Unfortunately, the same does not prove that said Federation has indeed been recognized and accredited
by either the Philippine Amateur Athletic Federation or the Department of Youth and Sports Development.
Accordingly, we rule that the Philippine Football Federation is not a national sports association within the
purview of the aforementioned laws and does not have a corporate existence of its own.

Same; It is a settled principle in corporation law that any person acting or purporting to act on behalf of a
corporation which has no valid existence assumes such privileges and obligations and becomes
personally liable for contracts entered into or for such other acts performed as such agent.— This being
said, it follows that private respondent Henry Kahn should be held liable for the unpaid obligations of the
unincorporated Philippine Football Federation. It is a settled principle in corporation law that any person
acting or purporting to act on behalf of a corporation which has no valid existence assumes such
privileges and obligations and becomes personally liable for contracts entered into or for other acts
performed as such agent. As president of the Federation, Henri Kahn is presumed to have known about
the corporate existence or non-existence of the Federation. We cannot subscribe to the position taken by
the appellate court that even assuming that the Federation was defectively incorporated, the petitioner
cannot deny the corporate existence of the Federation because it had contracted and dealt with the
Federation in such a manner as to recognize and in effect admit its existence.

Same; Doctrine of Corporation by Estoppel; The doctrine of corporation by estoppel applies to a third
party only when he tries to escape liability on a contract from which he has benefited on the irrelevant
ground of defective incorporation.—The doctrine of corporation by estoppel is mistakenly applied by the
respondent court to the petitioner. The application of the doctrine applies to a third party only when he
tries to escape liability on a contract from which he has benefited on the irrelevant ground of defective
incorporation. In the case at bar, the petitioner is not trying to escape liability from the contract but rather
is the one claiming from the contract. [International Express Travel & Tour Services, Inc. vs. Court of
Appeals, 343 SCRA 674(2000)]

5.