BUSINESS LAW: Pre-week Lecture
1. Culpa aquiliana as distinguished from culpa conctractual: a. Proof of due diligence in the selection and supervision of employees is not considered a defense. b. Proof of of the contract and its breach breach is sucient to warranty recovery. c. The negligent negligent of the defendant defendant is only an incident in the performance of the obligation. obligation. d. The source source of liability is the negligent act of the person person causing damage damage to another. another. 2. ! "! and C e#ecuted a promissory note in favor of $! %! and & in the amount of P'! (((.((.Can the creditors proceed against for the payment of the entire loan) a. *o! each creditor creditor can only collect P+! ((( from . b. ,es! anyone of of the creditors creditors can collect the entire P'! ((( from c. *o! each each of the creditors can only collect P1! ((( from each debtor. debtor. d. ,es! because the obligation obligation is presumed to be solidary +. -n the preceding problem! suppose the obligation is mi#ed solidarity can one of the creditors demand payment of the whole debt from anyone of the debtors) a. ,es! because the obligation is presumed to be oint and several b. ,es! but and " shall be liable proportionately proportionately c. *o! because of their ointly liability and therefore therefore the debts debts are distinct distinct from one another. another. d. *o! because only either of them can be held liable for the share share of C. /. 0till in the proceedin proceeding g problem! problem! suppose the obligation obligation is mi#ed solidarity solidarity can one of the creditors demand payment of of the whole debt from anyone anyone of the debtors) debtors) a. *o! because the debts are distinct and separate from from one another b. ,es! because it is as if there is only one obligation. c. ,es! because provided all of them them demand from from all of the debtors d. *o! because despite solidarity! a debtor is liable only for his share. share. . -ndivisibility as distinguished from solidarity: a. Plurality of subect subect is indispensible indispensible b. efers to the creditors and3or debtors c. 4ay 4ay either either passive or active d. efers to the prestation prestation which constitutes constitutes the obect of the obligation obligation 5. 6nder the *egotiable -nstruments 7aw! to be holder in due course! a person must have acquired the instrument before before it8s over due .$oes .$oes this apply to the payee to whom the ma9er issued an overdue note) a. ,es! ,es! because the payee is still considered a holder holder under the law b. *o! because the issuance issuance to the payee is not considered considered a holder under under the law c. ,es! because because the law does not distinguished between payee and subsequent subsequent holder d. *o! because the payee is privy to the contract between himself and the ma9er. . ;hen one of the parties has brought an action to enforce the contract! he cannot subsequently as9 for its reformation.
The inured inured party party may see9 rescission rescission even after he chosen the fulcontracts that give rise to civil obligations. a. &alse! false b. &alse! true c. True! true d. &alse! true 1(. n oral sale of land made by its owner is unenforceable. a. &alse! false b. &alse! true c. True! true d. &alse! true 11. contract as a general rule must be written to have force and e?ects a valid agreement formal or solemn contract is one that must be in writing to be valid a. True! true b. &alse! false c.&alse! and true d. true! false 12. contract of partnership where immovable are contributed must be in public instrument to be valid. limited partnership must be 0%C registered to be valid. a. &alse! true b. True! false c. &alse! false d. True! true 1+. The principle of autonomy of contracts means that the contacting parties as a value may agree upon any stipulation! clause! term and condition. elativity of contracts means that contracts ta9e e?ect not not only between the parties but also their heirs heirs and assigns. a. &alse! false b. True! true c. &alse! true d. true! false 1/. ntichresis must be in writing and involves immovable. -n pledge and and ecto ecto 7aw 7aw there there is no de
a. &alse! false
b. &alse! true
c. True! true
d. &alse! true
1'. -n tender payment and consignation! the refusal without valid reason of the creditor to accept the payment of the debtor will e#tinguish the obligation. The third person who paid the obligation without 9nowledge or against the will of the debtor is still entitled to reimbursement from the debtor to the e#tent of the latter8s benedelict to e#ist that there is no pre>e#isting contractual relation between parties. The unpaid seller cannot recover the thing sold from an innocent purchaser for value. a. True! true b. &alse! false c.&alse! true d. True! false 22. ;hich of the following is not an essential element of an obligation) a. Abligor c. Presentation b. %cient cause d. Creditor 2+. -t is an obligation to which is based on positive law gives it a right to enforce its performance. a. *atural obligation c. 4oral obligation b. Civil obligation d. 7egal obligation 2/. ;hich of the following is not a source of an obligation) a. 7aw b. Contracts c. $elict d. $amages e. Buasi>contracts 2. Abligations are derived from law are presumed e#cept those found in the Civil Code or in special laws. Abligations arising from contracts have the force of law between the contracting parties and should be complied with in good faith. a. "oth statements are true c. "oth are false b. &irst is false! second is true d. &irst is true! second is false 25. This is a principal 9ind of quasi>contract arising out of payment by mista9e or undue performance of an obligation: a. 0olutio indebiti b.*egotiorum gestio c. Ather quasi>contract d. Buasi>delict 2. ;hich of the following is not a civil liability arising from delict) a. -ndemnicontract there is no consent of the parties thus preventing a meeting minds between them -n quasi>delict there is no>intention on the part of a person doing a wrongful act or omission causing damage to another a. &irst is statement is false! second is true c. "oth are true b. &irst is true! second is false d. "oth are false
2'. This is the 9ind of diligence that the obligor must observe in the performance of his obligation to give something: a. $iligence of a good father of a family b. %#traordinary diligence of a good father of a family c. $iligence of a father of a good family d. $iligence of a good father of a family even if the law or the stipulation requires another standard of care.
+(. The creditors acquire a real right against the debtor from the time the thing should have been delivered. The fruits of the thing shall pertain to the creditor from the time they should have been delivered to him that is he is personal right to demand delivery of the fruits e#isting after the obligation to deliver the principal thing arises a. "oth statements are false c. &irst is false! second is true b. "oth are true d. &irst is true! second is false +1. -n the obligation to deliver a thing! the debtor has to deliver also the accessories and accessions if they have been mentioned. -n obligation to do! speciac9ed by a band of robbers who also too9 the cans of mil9 belonging to ". -s liable for the loss of the goods) a. *o! because they were generic things and as they cannot be lost b. ,es! because he was in possession of the same at the time of the loss and therefore presumed at fault c. ,es! because there was no stipulation e#empting him for loss in case of fortuitous event d. *o! because the loss was due to fortuitous event +5. -n which of the following is the debtor still liable despite the fortuitous event causing the loss of the thing) a. The thing lost is a speci
d. ;hen the law or the obligation e#pressly so provides. +. $ borrowed from C a sum of money with a stipulated rate of interest to be paid in three equal monthly installments from Danuary to 4arch. $ paid an amount for which the latter issued a receipt stating that the payment is for the month of &ebruary .-n this case: a. The installment for the month of 4arch is also considered paid b. The installment for the month of Danuary is conclusively presumed to have been paid c. The installment for the month of Danuary is disputably presumed paid d. The installment for the month of Danuary is not presumed paid +=. -n the preceding case! suppose the receipt does not mention the payment of the interest! it is: a. Conclusively presumed the interest has been also paid b. *ot presume paid unless proven otherwise c. Prima facie presumed to have been paid d. Presumed disputably that only principal has been paid. +'. Three of the following are the rights of the creditor against the debtor! who fails to pay his debt! e#cept: a. ttachment of the debtor8s properties or garnishments thereof b. 0ubrogation to the rights of the debtor against third persons c. ecession of contracts entered into by the debtor to defraud him d. 0end the debtor to ail for non>payment of his debt /(. ights acquired in virtue of obligations are transmissible only if so stipulated by the parties The law of the stipulation of the parties to an obligation may provide that the rights acquired by virtue thereof are not transmissible. a. &irst statement is false! second is true c. "oth are false b. 0econd is false!
the prestations to be performed. -n alternative obligation the right to choice is always with debtor a. &irst statement is false! second is true c. "oth are true c.&irst is true! second is false d. "oth are false /. ! "! and C borrowed P+4 from $! % and & evidenced by a promissory note worded as follows! to wit: Fpromise to pay $! % and & P+4. G0gdH ! " and CEIow much can $ collect from ) a.P+4 c. P 1.4 b.P.4 d. P14 /5. -n the preceding case! suppose only $ is demanding payment! can still pay any one of the creditors) a. *o! because the law provides that payment shall be made to the creditor demanding payment b. *o! but in case in payment is made to a creditor not demanding payment! only his share of the credit shall be e#tinguished c. ,es! because payment can be made to any of the solidary creditors d. ,es! because payment proportionately can be made to any of the oint creditors of his share. /. ! "! and C bound themselves to deliver J to a speciperformance of the obligation. a. "oth statements are false c. "oth are true c.&irst is true! second is false d. 0econd is true! contract with the obligation to! reimburse the third person in so far as the payment has been bene
d. ;hen the third person is subrogated to the rights of the creditor. 2. The following are special forms of payment! e#cept: a. $ation in payment c. Payment in cession b. Tender of payment and consignation d. Compensation +. -n application of payment! the creditor as a rule shall decide on what debt shall the payment is applied. -f the period is for the bene
51. The contract entered into by the persons who cannot give consent is: a. Koid ab initio because actually there is no consent b. 6nenforceable only because the contract may be rati
. Three of the following are essential elements of a contract! e#cept: a. Cause of obligation which is established b. Consent of the contracting parties c. 4otive of the parties d. Abect certain which is the subect matter of the contract 5. *ovation of a contract ta9es place in the three of the following! e#cept: a. $elegacion c. 0ubrogation b. %#promission d. ssignment . 7egal compensation shall e#ist in the following cases! e#cept: a. That each of one of the obliges be the principal creditor of the other and he be at the same principal debtor of the other. b. That both debts due c. That they may liquidated and demandable d. That they may both consist in sum of money or if consumable also of the same 9ind and quality as that stated.
verbal is: a. 6nenforceable b. Koidable
55. The following even if not in public instrument are valid! binding! and enforceable! e#cept: a. *egotiable instruments b. 0ale of land! either by the owner or agent with written authority c. gency! pledge! mortgage d. Partnership contract wherein immovable are contributed 5. -n reformations of instruments! it is necessary that there is meeting of minds of the parties to the contract otherwise! annulment of contract shall be the remedy if fraud! accident! mista9e or inequitable conduct prevented the meeting of minds
=. 0 o?ered his car to " for P14 and giving latter one wee9 to decide. " in turn gave 0 P1! (((.((.-n this case there is: a. Contract of the sale of the car with the P1! (((.(( as earnest money b. Contract of the sale of the car with the P1! (((.(( as option money c. Contract to sell of the car at "8s option d. Contract to sell of the car at 08s option '. advertised in the newspaper his parcel of land wanting to sell the same for P14 ." personally went to the former with cash in hand to buy the subect parcel of land. -n this case: a. cannot anymore reect " as buyer of his land b. can still reect " as an o?ered in the purchase of his land c. can still reect the o?er of " unless he properly consigns with the court his payment for the land d. cannot evade his obligation as seller to ". 5(. The following cannot give consent to contract! e#cept: a. 4inor8s e#cept sale of necessaries in life b. -nsane persons c. $emented d. 4inors who represent themselves as of legal age to one in good faith.
c. Koid d. ecessible
-n the interpretation of contracts! doubts on the incidental circumstances of onerous contracts shall be resolved in favor of the greatest reciprocity of interest and if gratuitous! least transmission of rights and interest a. "oth statements are true c. &irst is true! second is false b. "oth are false d. &irst is false! second is true
5=. sold to be his dog with the agreement that delivery shall be after one wee9 from sale and the payment of the price after two wee9s from delivery. -f the dog shall produce o?spring! it shall belong to: a. -f produced before the sale! it shall pertain to the seller b. -f the puppy shall e#ist before the actual delivery! it shall pertain to the seller c. The fruits that shall e#ist after delivery will not only be the ones to pertain the buyer d. The fruits are the sale but before delivery shall pertain to the buyer if so stipulated by the parties to the sale. 5'. contract of sale of vain hope or e#pectancy is voidable at the option of the buyer and the action for annulment brought within the perspective period provided by law. The sale of a mere hope of e#pectancy is deemed subect to the condition that the thing will come into e#istence a. "oth statements are false c. &irst is true! second is false b. "oth are true d. &irst is false! second is true (. sold "8s car in his G8sH name to C without any authority from ".The contract of sale is:
a. escissible
b. Koidable
c. Koid
d. 6nenforceable
e.Kalid
1. sold "8s car in the name of " without any authority from C. The sale is: a. escissible b. Koidable c. Koid d. 6nenforceable e.Kalid 2. sold "8s car with authority to sell but sold it in his G8sH name. The contract is: a. escissible b. Koidable c. Koid d. 6nenforceable e.Kalid +. sold his land to " verbally .The sale is: a. escissible b. Koidable c. 6nenforceable
d. Koid
/. ! as agent of P with oral authority! sold P8s land in public instrument. The sale is: a. escissible b. Koidable c. 6nenforceable d. Koid . ;ith written authority from his principal! the agent sold verbally the land of the principal. The sale is: a. escissible b. Koidable c. 6nenforceable d. Koid 5. ;ithout authority from "! sold the former8s land in "8s name. The sale is: a. escissible b. Koidable c. 6nenforceable d. Koid . ;ithout authority from "! sold the former8s land in "8s name. The sale is: a. escissible b. Koidable c. 6nenforceable d. Koid =. ! with oral authority from P! sold the latter8s house in writing .The sale is: a. escissible b. Koidable c. Koid d. 6nenforceable e.Kalid '. ! agent of P! in e#cess authority !entered into a contract in the name of P with J who 9new of the lac9 of authority and P did not ratify the contract .The contract is: a. escissible b. Koidable c. 6nenforceable d. Koid =(. 0 sold to " his land on Danuary 1(! 2((1 .An Danuary 1! an absolute deed of sale was e#ecuted and notari@ed. An Danuary 2(! the sale was registered with the egistry of $eeds. An Danuary 2! " too9 actual possession of the land by building a fence thereon. ;hen did " acquire ownership of the land) a. An Danuary 1( c. An Danuary 2( b. An Danuary 1 d. An Danuary 2 =1. 0 sold to " his car on Danuary 1(! 2((1 .An Danuary 1! an absolute deed of sale was e#ecuted and notari@ed. An Danuary 2(! the sale was registered with the 7TA. An Danuary 2! " too9 actual possession of the car .;hen did " acquire title to the car) a. An Danuary 1( c. An Danuary 2( b. An Danuary 1 d. An Danuary 2
=2. 0 sold to " his car with the agreement to deliver the same wee9 after the sale on Danuary 1(! 2((1.-n this case: a. 0 may demand within reasonable time from the sale the payment of the price from " b. 0 can demand payment only after he has delivered the car to " c. " may be demand delivery of the car even before the e#piration of the one wee9 period agreed upon once he pays the price d. Payment and delivery shall ta9e place only after one wee9 for the sale. =+. 0 sold to " his car with the agreement to deliver the same wee9 after the sale on Danuary 1(! 2((1.-n this case: a. 0 may demand within reasonable time from the sale the payment of the price from " b. 0 can demand payment only after he has delivered the car to "
c. " may be demand delivery of the car even before the e#piration of the one wee9 period agreed upon once he pays the price d. Payment and delivery shall ta9e place only after one wee9 for the sale. =/. 0 sold his car to ".*o agreement was made on the time and place of delivery and payment. Ience: a. The time and place of delivery shall be at the time and place of payment of the price b. The time and place of delivery and payment not having been agreed upon! the sale shall be void c. The seller may demand payment
-s the seller liable for breach of warranty against redhibitoria defect of animals) a. *o! because the seller was in good faith when he sold the animals b. ,es! if he aware of the hidden fault or defect c. *o! because animals unli9e things easily can contact some illness d. ,es! and in good faith is not a defense to avoid liability '/. 0 sold to " a thing without 9nowledge that the thing su?ered from a hidden defect. the parties agreed on the waiver of the warranty by the buyer. -s the seller still liable for breach of warranty) a. *o! because of the valid waiver of warranty b. *o! because he must return the price to the buyer without damages c. ,es! because waiver refers only for! liability for damages d. ,es! if the seller was in bad faith at the time the waiver was made '. 0 sold to " a thing with waiver warranty against eviction. %viction too9 place subsequently. -s 0 still liable for breach of warranty against eviction) a. *o! if it was waiver intencionada. b. *o! if it were waiver consciente c. ,es! even if it was a waiver intencionada d. *o! provided the seller was in good faith in entering into the contract of waiver of warranty against eviction
a. *o! unless there was a prior consent of mortgage b. ,es! stipulation prohibiting the sale without the consent of the mortgage shall be void c. ,es! provided the mortgage noti owner of a parcel land. sold his share to ". Can C redeem the said share from ") a. *o! unless he was notiownership d. ,es! provided he pays b the price! e#penses of the sale and necessary and useful e#penses on the thing sold. 1(+. and " are co>owners of a parcel land. donated his share to C. Can " redeem the said share from C) a. ,es! because the law loo9s with disfavor at co>ownership b. *o! because the legal redemption applies only in case of onerous alienation c. *o! unless he enforced his right through court action d. ,es! but in proportion to his interest in the land as co>owner
'5. " brought from 0 a second motor vehicle which upon inspection by " has some mechanical troubles. fter the sale! the car bro9e down due to engine trouble requiring an overhaul of engine. -s 0 liable for breach of warranty against hidden defect) a. *o! because the defect was not hidden but apparent upon inspection by " it being a second hand car b. ,es! because there is no waiver for warranty against hidden defect c. ,es! because the seller was in bad faith d. *o! because it was fault of the buyer in buying a used car
1(/. $ owes C a sum of money with 4 as mortgagor of his land to secure the loan. -s the mortgage valid even if the mortgagor is not debtor) a. ,es! provided the mortgagor of pledgor in case of pledge is the absolute owner of the property mortgaged or pledged. b. ,es! provide it is in writing and registered. c. *o! the mortgagor3pledgor must be the debtor himself d. *o! unless the mortgagor is a co>debtor
'. -n which of the following is sale not presumed equitable mortgage) a. The price of the sale usually adequate b.The vendor remains in possession of the thing sold. c. The vendor allows the e#tension of the time to repurchase the thing sold d. The purchaser retains himself a part of the purchase price
1(. -n three of the following cases! the agency is not revocable! e#cept: a. -t is a means of ful
'=. 0 sold to " a car on installment wherein the latter mortgaged the same car as security for the price. &ailing to pay the installments! the mortgage on the car was foreclosed. -s " still liable for any de
1(5. -f two or more principal appoint a single agent for a common transaction! the liability of the former shall be solidary -f two or more appointed by a single principal are ointly liable unless solidary is stipulated a. "oth statements are false c. &irst is false! second is true b. "oth are true d. 0econd is false!
''. $ mortgaged his car to C as security for loan. &ailing in the payment of the loan! C foreclosed the chattel mortgage and sold the car at public auction. -n case of de
1(. P authori@ed to sell his products with 1(L commission and L guarantee commission. sold those to b who failed to pay despite the diligent e?orts in collecting. -s still liable for the purchase price) a. ,es! because of the guarantee commission given to him b. *o! because he was not at fault in the collection c. *o! if he returns the guarantee commission d. ,es and he is not entitled anymore to the commissions.
1((. "ased on the preceding case! suppose it was a pledge! would the debtor3pledgor be liable for the de
1(=. -n three following case! the agent can appoint a substitute! e#cept: a. The principal authori@ed him to appoint substitute b.The principal did not authori@e him to appoint substitute c. There is no stipulation as to the appointment of substitute d. The principal forbids the appointment of a substitute
1(1. $ mortgaged his parcel of land to C as security for loan. &earing foreclosure of the mortgage due his inability to pay the loan! $ sold the land to J without the consent of C.-s the sale valid)
1('. P appointed and " as his agents for a common transaction and they agreed that the latter shall be solidary liable to the former for damages in case of violations of their obligations as such. ;hen is the
agent at fault the only one liable for damages even if solidarity has been stipulated) a. -f the other agent is not fault b."oth of them shall be liable always since solidarity was agreed upon c. -f the one at fault shall answer for all damages d. -f the one acted in e#cess of authority 11(. !" and C entered in an oral partnership each contributing P14 each to the common fund plus other personal properties of the same amount and failed to register the partnership with the 0%C. -s the partnership valid) a. *o! because every contract of partnership having a capital of three thousand pesos or more in money or property must be in public instrument and registered at 0%C. b. ,es! because public instrument is necessary only in case of contributions of immovable. c. ,es! because a partnership contract always be oral d. *o! because registration with 0%C is essential for partnership to be valid and acquire uridical personality 111. P authori@ed ! a minor! to sell his car for P14 in cash. sold the said car to J on installments at a lesser price of P.'4 is now repudiating the contract with J on the ground that he is not bound since J contracted a minor who e#ceeded his authority. $ecide. a. P is liable under the contract because it is enough that the principal is capacitated since he is the one entering into the contract b. P is not liable for the sale of installments since it is unenforceable because his agent acted beyond his powers c. P is not liable because the agent is a minor with whom J contracted d. P is liable provided the sale in cash for P14 112. Partners ! "! and C contributed: >P14 ">P24 and C>0ervice .fter e#hausting the partnership assets! the creditors still have a claim for P.+4.&or much is the partners liable to the creditors being capitalists. a. Anly and " are liable equally to the creditors being capitalists b. Anly and " are liable at 13+ and 23+ respectively c. ll of ! "! and C are liable pro pata to the creditors d. C is not being an industrial partner who is e#empt from the losses. 11+. and " are co>owners of a parcel of land from which they derive proheirs in inheritance. -s there a partnership) a. There is a partnership because of the equal sharing of proownership by itself does not establish a partnership despite the sharing of proowners and co>possessors 11/. and " are partners in ce partnership. ;hile was performing his duties as a partner in the conduct of business! he negligently caused damage to J! a third person. ;ho shall be liable to J and in what capacity) a. Anly the partnership shall be liable it being uridical person separate and distinct from partners b. Anly shall be liable for he is only the one at fault c. "oth and " shall be liable solidarily to J. d. ! " and the partnership are all liable solidarily to J.
11. ;hich of the following is a not a prohibition on a limited partner) a. 0urname of a limited of a limited partner may not appear in the partnership name b. 7imited partner may not ta9e part in the control of the business. c. 7imited partner may not contribute service. d. 7imited partner may not constitute his assignee as substituted limited partner. 115. ! "! and C as partners in a partners in a partnership stipulated and mutually agreed that shall not share in the proe#isting obligations of the partnership the time of his admission in favor of partnership creditors up to the e#tent of his capital contribution. s an industrial partner shall not share in the losses and his share in the pro
c. %#pulsion of a partner d. Partnership business can only be
11'. 0pecial power of attorney is necessary in the following cases! e#cept a. To ma9e such payments usually considered as acts of administration b. To compromise! to submit questions to arbitration c. To bind the principal in a contract of partnership d. ny other act of strict dominion 12(. partner who is liable to the partnership for damages due to his fault may claim compensation if through his e#traordinary e?orts in other activities of the partnership unusual pro
12+. "ased in the preceding number! what shall be his share in the loss) a. %qual to the share of and " c. P14 b. Dust and equitable under the circumstances d. *one 12/. subscribed 1!((( shares of stoc9 of J Corporation and paid 2L of the said subscription. Can he vote all his subscribed shares) a. *o! because the subscription has not been fully paid b.*o! because his shares have become delinquent shares. c.,es! as regards the paid percentage of the subscription d. ,es! because shares although unpaid but not delinquent can be voted. 12. J Corporation posted a P14 pro
c. -t has the right of succession. d. -t has the powers! attributes and properties e#pressly authori@ed by law or incident to its creation. 1+1. -n three of the following cases! all shares have voting rights! e#cept: a. %lection of directors8 c.$issolution of the corporation b. -ncrease or decrease of capital stoc9 d. 4erger or consolidation 1+2. t the annual meeting of the corporation for the election of emptive right to the remaining 1(!((( shares) a. ,es because all the stoc9holders have pre>emptive right to all issues of shares of nay class in proportion to their shareholdings b. *o because pre>emptive right does not apply to unissued shares to be issued c. ,es because pre>emptive right applies only to the issuance of unissued shares d. *o because he was waived this right when he subscribed to a part only of the issuance of shares
12. "ased on the facts in the preceding number! can validly refuse to pay the unpaid balance on his subscription now that the corporation has become insolvent) a. *o! under the trust fund doctrine for the protection of the creditors b.*o under the doctrine of piercing the veil of corporate
1+/. "ased on the facts of the preceding number! would J also have pre>emptive right to the (!((( preferred shares) a. ,es! because all the stoc9holders have pre>emptive right to all issues of shares of nay class in proportion to their share holdings b. *o! because pre>emptive right does not apply to unissued shares to be issued c. ,es! because pre>emptive right applies only to the issuance of unissued shares d. *o! because J has waived his pre>emptive right to the issuance of preferred shares when he subscribed to the common shares
12=. The by>laws may provide that the holders of the maority of the outstanding capital stoc9 shall elect all the members of the board. The by>laws may provide that no ocer of the corporation may be required to be the stoc9holder a. &irst statement is false! second it true c. "oth are true b. 0econd is false!
1+. The corporation has a nine>member board of directors. Two of the members sold their shares while to others are abroad. To have quorum! the number required is: a. 0even b. &ive c.Three d. &our
12'. 4aority of the following must be residents of the Philippines! e#cept: a. $irectors c. -ncorporators b. Trustees d. Acers
1+5. ;hich of the following requires the approval of maority of the outstanding capital stoc9) a. -nvestment of corporate funds in another business or corporation b. mendment! repeal or adoption of by>laws c. $issolution of the corporation d. mendment of the articles of incorporation
1+(. Private corporations have the following attributes! e#cept: a. -t is arti
1+. director of the corporation may be removed by: a. Kote of maority of the outstanding capital stoc9
c. 4aority of the stoc9holders
b. 23+ of the stoc9holders
d. 23+ of the outstanding capital stoc9
1+=. -n the matter of management of corporation! this is supreme: a. President c. 4aority of the stoc9holders b. Chairman of the "oard of directors d. 23+ of the outstanding capital stoc9 1+'. Three of the following requisites for the e#istence of de facto corporation! e#cept: a. -ncorporated under valid value c. ctual use of corporate powers b. ttempt in good faith to organi@e d. %#isting law and in fact 1/(. Three of the following are required for incorporators! e#cept: a. They must be natural person c. *ot less than negotiable 1/2. ;hich of the following is not negotiable instrument) a. Pay to the order of Pedro Cru@ P14 G0gdH Dose 0antos To: or " b. - promise to pay to the order of the bearer P14. G0gdH 4 c. $ue to bearer P14 of "4; car worth P14 at his option. G0gdH 4 d. Pay to the order of myself P14. G0gdH $ To: ; 1/+. Three of the following are the requisites to be a holder in a due course e#cept a. That the instrument is complete and regular upon its face b. That the holder too9 it in good faith and for value c. That he became the holder of it before it was due and without notice that it had been previously dishonored if such was the fact d. That he had no 9nowledge of any fact which would impair the validity of the instrument or render it valueless. 1//. ma9es a note payable to " or order .The following are the indorses of the note in the order of their endorsements: "! C! $! %! & GholderH and N Gsubsequent holderH.The note is dishonored in the hands of &! who noti
a. *o! because the special indorsement of P has made the note to payable to order and must be endorsed to negotiable b. ,es! because an instrument originally payable to bearer remains to be payable to bearer despite special indorsement made thereon. c. ,es! because 4! as ma9er! is absolutely liable to pay the instrument in the hands of any holder d. *o! because , did not acquire title to the instrument due to lac9 of proper indorsement 1/. The negotiable instrument is not discharged: a. ;hen the principal debtor becomes the holder thereof before! at! or after maturity in his own behalf b. "y the intentional cancellation of the instrument c. "y payment in due course by the accommodation d. " y any other act which discharges a simple contract for the payment of money. 1/=. Payment by cession as distinguished from dation in payment a. The debtor is not necessarily in a state of the (> 1(. -f a third persons pays an obligation. ;hat are the rights! which are available to him if he pays the obligation with the 9nowledge and consent of the debtor) &irst answer MIe can recover from the debtor the entire amount! which he has paid. 0econd answer MIe subrogated to all of the rights of the creditor. a. "oth statements are correct c. Anly the
the
the entire debt! will this have the e?ect of interrupting the running of the period of prescription) a. ,es! because the demand made by J covers the entire debt and will therefore inure to the bene
1/. 6sing the *o.1+ and prescription sets in! how much can , collect from ) a. P '!((( c. P 1!((( b. P +!((( d. P>(> 1. 6sing *o.1/! how much J can collect from ) a. P '!((( b. P +!(((
c. P 1!((( d. P>(>
15. -ndivisibility as distinguished from solidarity. a. Plurality of the subect is indivisible b. ;hen the obligation is converted into one of indemnity for damages because of breach! the character of the obligation remains c. efers to the legal tie or vinculum d. .efers to the prestations without constitutes the obect of the obligation. 1. ;hen one of the parties has brought an action to enforce the instrument! he cannot subsequently as9 for its reformation The inured party may see9 rescission! even if after he has chosen ful
c. Culps aquiliana d. Contract
1'. The loss or deterioration of the thing intended as a substitute through the negligence of the obligor does not render him liable person alternatively bound di?erent prestations shall completely perform one of them a. True! true c. &alse! true b. True! false d. &alse! false 15(. There being no e#press stipulation and if the underta9ing is to deliver a determinate thing! the payment shall bemade a. t the domicile of the debtor b. t the domicile of the creditor c.;herever the thing might be at the moment the obligation was constituted d. ;herever the thing might be at the moment the obligation is to be ful
b. Proof of the contract and of its breach is sucient prima facie to warrant recovery c. The negligence of the defendant is merely an incident in the performance of the obligation d. These source of liability is the defendant8s negligent act or omission itself 15+. Culpa is distinguish from dolo a. ;aiver of an action to enforce liability may be waived b. 7iability may be reduced by the courts c. There is deliberate intention to cause damage or preudice d. esponsibility arising there from demandable 15/. passenger on a truc9 was hurt but in a criminal case against the driver! said was acquitted. The victim now 0ues the owner of the truc9 for the culpa contractual. 4ay suit still prosper) a. *o! this will constitute double eopardy b.*o! the acquittal means that the guilty of the accused was not proven by proof beyond reasonable doubt c. ,es! it is sucient for him to prove the e#istence of the contract of carriage and the inuries su?ered. d. ,es! provided he can prove the negligence of the driver 15. -f the obligor binds himself to perform his obligation Fas soon as he shall have obtained a loanE from a certain ban9. This obligation is: a. ;ith a term c. ;ith a period b. ;ith a suspensive condition d. ;ith resolutory condition 155. Ane is not a requisite needed in order that obligation shall be e#tinguished by loss or destruction of a thing due a. ;hen the obligation is to deliver the house located at 12+ ecto venue! 4anila b. ;hen the thing is lost without the fault of the debtor c.;hen the obligator is to deliver a brand new Ionda 0tr colored orange d.;hen the thing is lost before the debtor incurred delay 15. -t presupposes not only that the obligor is bale! ready and willing but also more so! in the act performing his obligation. a. Promissory note c. Tender of payment b."ill of e#change d. Abligation to sell 15=. gets a loan of P14 from " which becomes due on Actober 1! 2((+ and mortgaged his house as security for the debt. An Dune +(! 2((+! the mortgaged house completely destroyed by
a. P 11!((( b. P '!(((
c. P 1!((( d. P 1!(((
11. The contract must bind both contracting parties! its validity or compliance cannot be left to the will of one of them! and This is a. 4utuality of contract c. elativity of contract b. &reedom of contract d.Abligatoriness of the contract 12. "y this principle! contracts ta9e e?ect only upon the contracting parties! their assigns or successors in interest a. 4utuality of contract c. elativity of contract b. &reedom of contract d.Abligatoriness of the contract 1+. The statements FContracts shall be obligatory in whatever from the have been entered into provided all the requisites a. Consensual contracts c. &ormal contracts b. eal contract d. unilateral contracts 1/. contract with a person literally contracts with himself is a. dhesion contract c. ccessory contract b.uto contract d. 6nilateral contract 1. -f the obligation of the debtor is F- will pay you my debt after - have arrived from abroad.EThe obligation is a. Kalid c. Koidable b. Koid d. 6nenforceable 15. ;hen a third person assumes the payment of the obligation without the 9nowledge of the debtor but with the consent Af the creditor! there is a. $elegacion c. 0ubrogation b. %#promision d. *ovation 1. This obligation is demandable at once a. ;ith a suspensive condition b. ;ith a period in diem
c.;hen my means permit me to do so d. ;hen it depends on happening of speci
1=. The following are void contracts! e#cept a. contract whereby J promised to live as the common>law>wife of , without the bene
d. -f 0 succeeds in collecting the 2!((( from *! * in turn can collect from P2(! ((( and from D P+2! ((( 1=(. ! a eepney driver driving rec9lessly caused serious physical inuries to his passenger " and pedestrian C.s a result! ;hich of the following is not correct) a. " may proceed against for culpa criminal c. C may proceed against for culpa aquiliana b. " may proceed against for culpa contractual d.C may proceed against a for culpa criminal 1=1. J! a bus driver driving negligently! 9illed his passenger " and pedestrian C. s a result 1. " may proceed against J8s employer and the source of liability is the crime committed by or culpa criminal 2. " may proceed against J8s employer and the source of liability is the breach of contract of carriage of culpa contractual +. C may proceed against J8 employer and the source of liability is the crime committed by or culpa criminal /. C may proceed against J employer and the source of liability is the quasi>delict committed by or culpa aquiliana a. 1! 2 and + c.2! +! / b. 1! 2 and / d. 1! 2! + and / 1=2. There is novation of the obligation if 1. The period for payment is shortened from years to + years 2. The period for payment is shortened from + years to years a. True! true c.&alse! true b. True! false d. false! true 1=+. -n a blan9 indorsement! the indorser renders himself a. Primarily liable c.0olidarily liable b. 0econdarily liable d. 0ubsidiary liable 1=/. eal and personal defenses may be raised between a. -mmediate parties8 c. -ntervening parties b. emote parties d. 0ubsequent parties 1=. This is a real defense a. &raud is inducement b. ;ant of consideration
c. ;ant delivery of an incomplete instrument d. $uress in the absence of physical pressure
1=5. ! with violence in her eyes! intimidated her husband " to sell his e#clusive property to her. The contract of sale is a. escissible c.6nenforceable b. Koidable d. Koid 1=. "! husband of ! in his capacity as head of the family! sold a parapheral property in her name to C! without 8s Consent .The contract of sale is a. escissible c. %nforceable b. Koidable d. Koid 1==. -n 1'''! at the age of 15! sold his land for P/4 payable at P14 in 1'''! P14 in 2(((! P14 in 2((1 and P14 in 2((2.-n 2((/! wants to annul the contract on the ground of minority. ;ill his action prosper) a.*o! is allowed to as9 for annulment of the contract only within / years from the perfection of the contract b. ,es! has / years counted from the time he becomes of legal age to as9 for annulment of the contract c. *o! the acceptance of the installment payments amounted to rati
1='. This contract is without e?ect unless ratinegotiable a. Promises to pay to the order of " the sum of 60 1!((( payable in pesos at the rate of e#change prevailing on ugust 1/! 2((2. b. promises to pay " 1!((( with 12L interest thereon. c. promises to " 1!((( and all cost! charges and e#penses including reasonable attorney8s fees. d. promises to pay " 1!((( in two equal installments! the
1'5. The is not negotiable a. - promise to pay to the order of myself 1(!((( signed by ! the ma9er b. Pay to the order of the Commissioner of -nternal evenue 1(!((( to "C ban9. 0gd. c. - promise to pay to order 1(!(((. 0gd. d. Pay to the order of J! , and O! P1(! (((.To " 0gd. 1'. %very negotiable instrument is presumed to have been issued for a valuable consideration. The presumption is a. Prima facie c. bsolute b. Conclusive d. &inal 1'=. issued a promissory note payable to " or order for 1(!((( for 1( bottles of whis9y sold by " to . 7ater " negotiated the note to C. 0ubsequently! dissolved that only bottles of whis9y are genuine. s a result a. C can enforce the note against for 1(!((( regardless of whether C is holder in due course or not b. C cannot enforce the note against for 1(!((( even if he is a holder in due course c. C can enforce the note against for !((( regardless of whether C is holder in due course or not d. C can enforce the note against for !((( if he is not a holder in course 1''. letter of credit is beyond the scope of the negotiable instrument law! because a. -t is in favor a speci
c. Certi
2(1. -t contains an order to pay of a particular fund rendering the instrument beyond the scope of the negotiable instrument of law a. "ill of lading c. Certi
1'/. ;hich of the following is not negotiable) a. - promise to pay " or order 1(!((( on or before 0eptember 1/! 2((2 in payment of the purchase price of the merchandise b. Pay to the order of " 2(!((( on or before 0eptember 1/! 2((2 and charge the same to my account. To C! 0gd. c. Pay to the order of " +(!((( out of my deposit with you. To C 0gd. d. Pay to the order of " /(!((( for payment under contract on or before ugust 1/! 2((2 To C! 0gd.
2(+. delivered to " the following instrument FAne month after the date! - promise to pay to " 1(!(((. 0gd E " indorsed the note in blan9 before maturity and delivered it to C for value. ;hen due! refused to pay to C sued ". Could C recover from ") a. *o! C could not sue " and hold him liable as an indorser because the instrument is payable to a speci
1'. The following are negotiable e#cept a. $rawer directs drawee " to pay C or order 1(!(((! +( days after demand b. $rawer directs drawee " to pay C or order 1(!(((! +( days after C passes the CP board e#aminations c. promises to pay " or order 1(!((( within +( days after the death of C d. promise to pay " or order 1(!((( on before ugust 1/! 2((2
2(/. 9nowing that there is no such person by the name of "! ma9es out and signs a promissory note payable to " or order . delivers the note to C. C in turn delivers the note to $ without indorsement. 7ater! $ delivers the note
to %! a holder in due course! which of the following is correct) a. "eing payable to order! the note can be negotiated by indorsement and delivery b. % has no right to collect from C because a person negotiating an instrument merely by delivery is liable only to the immediate transferee c. % becomes holder only if $ will indorse the instrument d. The instrument is not>negotiable because it is payable to the order of a non>e#isting person 2(. ma9es a negotiable note to bearer and delivers it to " for safe 9eeping. The note is negotiated by " to C. Can refuse to pay C on the ground that the note was originally delivered to " for a special purpose only) a. ,es can prove that he delivered the instrument to " for special purpose b.*o where the instrument is in the hands of any holder! a valid delivery thereof by all parties prior to him so as to ma9e them liable to him is conclusively presumed. c. ,es! because " negotiated the note without authority. d. *o! if C is a holder in due course 2(5. made a negotiable promissory note in favor of " who negotiated it C under the following indorsementsEPay to C after passing the CP e#amination in Actober 1'''E. t maturity of the note! C presented it to for payment and it was duly paid C did not pass the CP e#amination. ;hich of the following is correct) a. The promissory note is not negotiable because of the condition imposed b. The promissory note becomes negotiable because the condition was satisfacie whether holder in due course of for value c. Conclusive if holder for value and prima facie if holder in due course d. Prima>facie if holder for value and conclusive. -f holder in due course 2(=. The indorser who simply signs his name renders himself liable to all subsequent holders as a. Primarily liable c. 0econdarily liable b. 0olidarily liable d. 0ubsidiary liable 2('. There is no di?erence between a holder in due course and one who is not! since as regards them! real and personal defenses may always be raised if a. -ntervening practices c. -mmediate parties b. emote parties d. 0ubsequent parties 21(. This a personal defense a. bsolute defense b. %quitable defense
c. eal defense d. *ational defense
211. note reads F- promise to pay " or order 1!(((! +( days after " receives the proceeds of his loan from "C ban9. 0gd . The instrument is a. 0ubect to a condition c. Payable on demand b. Payable at a determinable future time d. *on>negotiable because the payment is inde
a. 4ust own at least one share of stoc9 b. 4ust continuously own at least one share during his term as director c. 4aority of the directors are citi@ens of the Philippines d. Awnership of shares of stoc9 must be recorded in the boo9s of the corporation 21+. ;hich of the following is the disadvantage of forming a corporation) a. The free and ready transferability of ownership b.The share holders are not liable for the debts of the business c. "ecause of the power of succession! the e#istence of the entity is not a?ected by the personal vicissitudes of the individual stoc9holders d. The subservience of minority of stoc9 holders to the wishes of the maority subect only to equitable restraints 21/. The drawee ban9 may not refuse to pay chec9s drawn against it a. -f there is a stop payment issued by the drawer c. -f the drawer8s deposits is insucient b. -f the drawer is insolvent d. ;hen the ban9 receives notice of the drawer8s death 21. ;hich of the following is the characteristic of partnership as contract) a. Preparatory c. -nnominate b. &ormal d. Nratuitous 215. First statement M -f the surplus proup capital! the 0%C may compel the corporation to declare dividends otherwise it will be liable for surta# on improperly accumulated surplus Second statement - -n a corporation! two or more positions may be held concurrently by the same person e#cept that no one person shall act as President and chairman of the board a. "oth statements are true c. Anly
21. First statement - The arrival of the term of a partnership with a <#ed term or period shall not dissolve the partnership if the partners continue with the business of the partnership but such partnership maybe terminated anytime dependent on the will of the continuing partners. Second statement > partnership with a capital of +!((( or more to money or property must be in a public instrument and registered with the 0%C in order for the partnership to be able to maintain an action! in its own name against third party a. "oth statements are true c. Anly
21=. fter + years of operation! "C! a domestic corp. wanted to declare dividends to its stoc9holders. The treasurer reported a net income after ta# of P/ million. Ane million is being appropriated for the acquisition of the machineries to be bought 2 months from now. The treasurer li9ewise reported an increase in the value of the land previously bought to be used as plant site from +million to million.;hat amount of dividend can be declared by the board) a. ' million c. / million b. = million d. + million
21'. ;hen the goods are deliver to the buyer on Fsale or returnE for a period of seven days! ownership of the goods passes to the buyer! a. 6pon perfection of the contract c. 6pon e#piration of seven days b. 6pon the delivery of the goods d. 6pon acceptance by the buyer of the o?er of the seller 22(. This is not a fundament obligation of the agent a. To render an accounting of the transaction b. to subordinate his interest in favor of his principal if there is a conQict of interest c. To borrow if is authori@ed to lend d. *ot to carry out the agency! even if that is the instruction of the principal! if he it would result is a loss or damage to his principal 221. $acion en Pago as distinguished from sale a. The cause is the price b. The obect e#ist and specie#isting obligation d. The is a greater degree of freedom in <#ing the price 222. distribution by a corporation of shares held it in another corporation is a. 0toc9 dividend c. 0ale of capital assets b. Property dividend d. 0ale of treasury stoc9 22+. ny director of a corporation may be removed from oce by a vote of a. 4aority of the members of the board c. 23+ of the stoc9holders present b. 4aority of the stoc9holders present d.23+ of the outstanding capital stoc9 22/. contract as a rule must be in writing to be valid! ta# payer is not entitled to interest on the overpayment of ta# subect of a refund because an obligation derived from law is not presumed. a. "oth statements are true. c. &irst is false! second is true. b. "oth are false. d. 0econd is false!
22=. The voting requirement needed in declaring cash or property dividend a. 4aority vote the of $irectors b.4aority vote the "oard of $irectors plus the vote of a maority of the outstanding shares c. 4aority vote of the "oard of $irectors plus the vote of 23+ of the outstanding shares d. 23+ votes of the directors plus a maority of the outstanding shares 22'. $ borrowed from C P1!(((!((( to secure the payment of which the former verbally agreed to deliver his / hectare agricultural land by way of anticheresis and to pay 12L interst per annum. The conract of loan and antichresis a.re both valid b."oth null and valid c. The loans is valid but the anticheresis is null and viod d. The contract of antichresis is valid! but the loan is null and void. 2+(. 0 and " agreed on the sale of a four hectare property at 4acapagal "oulivard for the price of P1!((( per squre meter on condition that if the price is not paid on a particular date! the sale will considered automatically cancelled. An the particular date agreed upon! " did not pay 0! but " never as9ed for a udicial cancellation not made a notarial act of recission. -n this case a. The sale is cancelled as per agreement b. 0 can validly refuse any subsequent o?er to pay by " c. " can still pay 0 the price d. " cannot anymore pay the price simply because the sale is cancelled due to his failure to pay on the stipulated date
