International Express Travel & Tour VS.

CA

Facts:
Philippine Football Federation got tickets from petitioner travel agency for the SEA games and
trips to China and Brisbane. Two partial payments were made. Petitioners wrote to Kahn (President of
PFF) demanding the completion of the payment. Federation, through Gintong Alay paid the amount of
Php 31,000. Then Kahn issued a personal check for Php 50,000. After that, no further payments were
made. Petitioner then sued Kahn in his personal capacity and as president of PFF for the unpaid balance
for the purchased tickets a Kahn allegedly guaranteed the said obligation. Kahn maintained that he did
not guarantee the payment but merely acted as an agent of the Federation which has a separate and
distinct juridical personality. RTC held that Kahn is personally liable because neither the travel agency nor
Kahn adduce any evidence proving the corporate existence of the federation. Being the president, its
corporate existence is within the knowledge of Kahn and could have easily denied specifically the
assertions of petitioner that it is a mere sports association. Voluntary unincorporated associations have
no power to enter into, or ratify, a contract. The contract entered into by its officers or agents in behalf
of the association is not binding or enforceable against it. Agents and officers are personally liable.
However, CA reverses said decision. Hence, the instant petition.

Issue:
W/N one who deals with an organization which is not duly incorporated is estopped to deny its
corporate existence when his purpose is not to avoid liability.

Ruling:
No, petitioner is not estopped to deny the existence of an organization which is not duly
incorporated.
R.A. 3135 and P.D. 604 recognized the juridical existence of national sports associations. The
power to adopt a constitution, raise funds, acquire property, etc. indicate that the associations may
acquire juridical personality. However, such does not automatically take place by the passage of the laws.
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. Before an entity may be considered as a national sports
association, such entity must recognized by the accrediting organizations Phil. Amateur Athletic
Federation (R.A. 3135) and Dept. of Youth and Sports Development (P.D. 604). Therefore, the federation
is not a national sports association within the purview of the laws and that Kahn is personally
responsible for the obligation.