- Petitioner
- Eliseo N. Hao
- Respondent
- Ermelinda S. Galang
- Citation
- G.R. No. 247472
- Court
- Supreme Court
- Division
- Third Division
- Ponente
- Carandang, J.
- Decided
- October 6, 2021
Summary
This case involves a pre-incorporation contract dispute where Hao signed a lease agreement in February 2011 for establishing a diagnostic center, before SUREMED corporation was incorporated in March 2011. When SUREMED defaulted on rental payments, the lessor Galang sued both Hao and SUREMED for unlawful detainer. Lower courts held Hao personally liable as the signatory lessee. The Supreme Court reversed, applying agency law principles and finding that Hao acted solely as agent for the intended corporation. Since Galang knew Hao was acting for a corporation in formation, and SUREMED ratified the contract by occupying the premises and operating its business, Hao could not be held personally liable under Civil Code Article 1897. The decision clarifies the liability of agents in pre-incorporation contracts when the principal corporation subsequently ratifies the agreement.