2011 201 1 Bar Examinati Examination on Questionna Questionnaire ire for Commerc Commercial ial Law Set A
(1) (1) P rode rode a Sent Sentine inell Line Linerr bus bus going going to Bagu Baguio io from from Manil Manila. a. At a stop stop-o -ove verr in Tarlac rlac t!e t!e bus bus driv driver er t!e t!e conductor conductor and t!e passengers passengers disembar"ed disembar"ed for lunc!. P decided !o#ever to remain in t!e bus t!e door of #!ic! #as not loc"ed. At t!is point $ a vendor snea"ed into t!e bus and offered P some refres!ments. %!en P rudel& decline declined d $ attac"e attac"ed d !im result resulting ing in P suffe suffering ring from from bruises and contusions. 'oes !e !ave cause to sue Sentinel Senti nel Liner
(') es because an election to re:uire somet!ing to be done in lieu of pa&ment of mone& does not affect negotiabilit&. (;) AB, ,orp. ,orp. increa increased sed its capita capitall stoc"s stoc"s from from P!p10 P!p10 Million to P!p1/ Million and in t!e process issued 1000 ne# s!ares divided into ,ommon S!ares 7B7 and ,ommon S!ares 7,.7 T a stoc"!older o#ning /00 s!ares insists on bu&ing t!e ne#l& issued s!ares t!roug! a rig!t of preemption. T!e compan& claims !o#ever t!at its B&-la#s den& T an& rig!t of pre-emption. 2s t!e corporation correct (A) +o +o since ince t!e t!e B&-L B&-La# a#ss cann cannot ot den& en& s!are!older !is rig!t of pre-emption.
a
(A) es since since t!e carrie carrier*s r*s cre# cre# did not!ing not!ing to protect a passenger #!o remained in t!e bus during t!e stop-over.
(B) es es but t!e denial denial of !is pre-em pre-empti ptive ve rig!t rig!t e3tends onl& to /00 s!ares.
(B) +o since t!e carrier*s cre# could not !ave foreseen t!e attac".
(,) es since t!e denial of t!e rig!t under t!e B&la#s is binding on T.
(,) es since t!e bus is liable for an&t!ing t!at goes #rong in t!e course of a trip.
(') +o since pre-emptive rig!ts are governed b& t!e articles of incorporation.
(') +o since t!e attac" on P too" place #!en t!e bus #as at a stop-over.
(/) M ma"es a promissor& note t!at states6 72 M promise to pa& P!p/000.00 to B or bearer. Signed M.7 M negotiated t!e note b& deliver& to B B to + and + to <. B !ad "no#n t!at M #as ban"rupt #!en M issued t!e note. %!o #ould be liable to <
() A cargo s!ip of S!ipping ,o. ran aground off t!e coas coastt of ,ebu ,ebu duri during ng a stor storm m and and lost lost all all its its carg cargo o amou amount nting ing to P!p/ P!p/0 0 Milli Million on.. T!e T!e s!ip s!ip itse itself lf suff suffer ered ed damages estimated at P!p0 Million. T!e cargo o#ners filed a suit against S!ipping but it invo"ed t!e doctrine of limited liabilit& since its vessel suffered an P!p0 Million damage damage more t!an t!e collective collective value of all lost cargo. cargo. 2s S!ipping correct (A) es since under t!at doctrine t!e value of t!e lost cargo and t!e damage to t!e s!ip can be setoff.
(A) M and + since t!e& ma& be assumed to "no# of M*s ban"ruptc& (B) + being <*s immediate negotiator of a bearer note (,) B M and + being indorsers b& deliver& of a bearer note (') B !aving "no#n of M*s ban"ruptc&
(B) +o since eac! cargo o#ner !as a separate and individual claim for damages. (,) es since t!e e3tent of t!e s!ip4s damage #as greater t!an t!at of t!e value of t!e lost cargo. (') +o since S!ipping neit!er incurred a total loss nor abandoned its s!ip. (5) A #rites a promissor& note in favor of !is creditor B. 2t sa&s sa&s66 7Sub 7Sub8ec 8ectt to m& optio option n 2 promi promise se to pa& pa& B P!p1 P!p1 Million or !is order or give P!p1 Million #ort! of cement or to aut!ori9e !im to sell m& !ouse #ort! P!p1 Million. Signed A.7 2s t!e note negotiable (A) +o because t!e e3ercise of t!e option to pa& lies #it! A t!e ma"er and debtor.
(=) S delivered 10 bo3es of cellp!ones to Tre" Bus Liner for transport from Manila to 2locos Sur on t!e follo#ing da& for #!ic! S paid t!e freig!tage. Mean#!ile t!e bo3es #ere stored in t!e bus liner4s bodega. T!at nig!t !o#ever a robber bro"e into t!e bodega and stole S4s bo3es. S sues Tre" Bus Liner for contractual breac! but t!e latter argues t!at S !as no cause of action based on suc! breac! since t!e loss occurred #!ile t!e goods a#aited transport. %!o is correct (A) T!e bus liner since t!e goods #ere not lost #!ile being transported. (B) S since t!e goods #ere unconditionall& placed #it! T for transportation.
rest restau aura rants nts.. T!e T!e t#o t#o comp compan anie iess !ave !ave t!e t!e same same set set of corporate officers. After &ears ,orp. dismissed its call agents for no apparent reason. T!e agents filed a collective suit for illegal dismissal against bot! ,orp. and ,orp. based on t!e doctrine of piercing t!e veil of corporate fiction. T!e latter set up t!e defense t!at t!e agents are in t!e emplo& of ,orp. #!ic! is a separate 8uridical entit&. 2s t!is defense appropriate (A) +o since t!e doctrine #ould appl& t!e t#o comp compan anie iess !avi !aving ng t!e t!e same same set set of corp corpor orat atee officers. (B) +o t!e real emplo&er is ,orp. t!e pi99a comp compan& an& #it! #it! ,orp ,orp.. serv servin ing g as an arm arm for for receiving its outside orders for pi99as. (,) (,) es it is not not s!o# s!o#n n t!at t!at one one comp compan an& & completel& completel& dominates dominates t!e finances finances policies and business practices of t!e ot!er. (') es es since since t!e t#o compan companies ies perfor perform m t#o distinct businesses. () A negotiable instrument can be indorsed b& #a& of a restrictive indorsement #!ic! pro!ibits furt!er negotiation and constitutes t!e indorsee as agent of t!e indorser. As agent t!e indorsee !as t!e rig!t among ot!ers to
(,) t!e lien in !is favor. (') t!e amount indicated on t!e instrument*s face. (11) (11) T!e liabilit& liabilit& of a common common carrier carrier for t!e goods goods it transports begins from t!e time of (A) conditional receipt. (B) constructive receipt. (,) actual receipt. (') eit!er actual or constructive receipt. (1)
(A) demand pa&ment of t!e instrument onl &. (') voidable. (B) (B) noti notif& f& t!e t!e dra# dra#er er of t!e t!e pa& pa&ment ment of t!e t!e instrument. (,) receive pa&ment of t!e instrument.
(15) e3ecuted a promissor& note #it! a face value of P!p/0000.00 pa&able to t!e order of . indorsed t!e note to D to #!om o#ed P!p50000.00. 2f !as no defense at all against for !o# muc! ma& D collect from
(') instruct t!at pa&ment be made to t!e dra#ee. (?) @nder t!e +egotiable 2nstruments La# a signature b& procuration operates as a notice t!at t!e agent !as but a limited aut!orit& to sign. T!us a person #!o ta"es a bill t!at is dra#n dra#n accept accepted ed or indorse indorsed d b& procur procurati ation on is dut&dut& bound to in:uire into t!e e3tent of t!e agent*s aut!orit& b&6
(A) P!p0000.00 as !e is a !older for value to t!e e3tent of t!e difference bet#een *s debt and t!e value of t!e note. (B) P!p50000.00 as !e is a !older for value to t!e e3tent of !is lien.
(A) (A) e3am e3amini ining ng t!e agen agent4 t4ss spec specia iall po#e po#err of attorne&.
(,) P!p/0000.00 but #it! t!e obligation to !old P!p0000.00 for *s benefit.
(B) e3amining t!e bill to determine t!e e3tent of suc! aut!orit&.
(') +one as D*s remed& remed& is to run after !is debtor debtor .
(,) (,) as"i as"ing ng t!e t!e agen agentt abou aboutt t!e t!e e3te e3tent nt of suc! suc! aut!orit&.
(1;) @nder t!e Anti-Mone& Anti-Mone& Laundering La# a covered covered institution is re:uired to maintain a s&stem of verif&ing t!e true identit& of t!eir clients as #ell as persons purporting to act on be!alf of
(') as"ing t!e principal about t!e e3tent of suc! aut!orit&.
(A) t!ose doing business #it! suc! clients.
rest restau aura rants nts.. T!e T!e t#o t#o comp compan anie iess !ave !ave t!e t!e same same set set of corporate officers. After &ears ,orp. dismissed its call agents for no apparent reason. T!e agents filed a collective suit for illegal dismissal against bot! ,orp. and ,orp. based on t!e doctrine of piercing t!e veil of corporate fiction. T!e latter set up t!e defense t!at t!e agents are in t!e emplo& of ,orp. #!ic! is a separate 8uridical entit&. 2s t!is defense appropriate (A) +o since t!e doctrine #ould appl& t!e t#o comp compan anie iess !avi !aving ng t!e t!e same same set set of corp corpor orat atee officers. (B) +o t!e real emplo&er is ,orp. t!e pi99a comp compan& an& #it! #it! ,orp ,orp.. serv servin ing g as an arm arm for for receiving its outside orders for pi99as. (,) (,) es it is not not s!o# s!o#n n t!at t!at one one comp compan an& & completel& completel& dominates dominates t!e finances finances policies and business practices of t!e ot!er. (') es es since since t!e t#o compan companies ies perfor perform m t#o distinct businesses. () A negotiable instrument can be indorsed b& #a& of a restrictive indorsement #!ic! pro!ibits furt!er negotiation and constitutes t!e indorsee as agent of t!e indorser. As agent t!e indorsee !as t!e rig!t among ot!ers to
(,) t!e lien in !is favor. (') t!e amount indicated on t!e instrument*s face. (11) (11) T!e liabilit& liabilit& of a common common carrier carrier for t!e goods goods it transports begins from t!e time of (A) conditional receipt. (B) constructive receipt. (,) actual receipt. (') eit!er actual or constructive receipt. (1)
(A) demand pa&ment of t!e instrument onl &. (') voidable. (B) (B) noti notif& f& t!e t!e dra# dra#er er of t!e t!e pa& pa&ment ment of t!e t!e instrument. (,) receive pa&ment of t!e instrument.
(15) e3ecuted a promissor& note #it! a face value of P!p/0000.00 pa&able to t!e order of . indorsed t!e note to D to #!om o#ed P!p50000.00. 2f !as no defense at all against for !o# muc! ma& D collect from
(') instruct t!at pa&ment be made to t!e dra#ee. (?) @nder t!e +egotiable 2nstruments La# a signature b& procuration operates as a notice t!at t!e agent !as but a limited aut!orit& to sign. T!us a person #!o ta"es a bill t!at is dra#n dra#n accept accepted ed or indorse indorsed d b& procur procurati ation on is dut&dut& bound to in:uire into t!e e3tent of t!e agent*s aut!orit& b&6
(A) P!p0000.00 as !e is a !older for value to t!e e3tent of t!e difference bet#een *s debt and t!e value of t!e note. (B) P!p50000.00 as !e is a !older for value to t!e e3tent of !is lien.
(A) (A) e3am e3amini ining ng t!e agen agent4 t4ss spec specia iall po#e po#err of attorne&.
(,) P!p/0000.00 but #it! t!e obligation to !old P!p0000.00 for *s benefit.
(B) e3amining t!e bill to determine t!e e3tent of suc! aut!orit&.
(') +one as D*s remed& remed& is to run after !is debtor debtor .
(,) (,) as"i as"ing ng t!e t!e agen agentt abou aboutt t!e t!e e3te e3tent nt of suc! suc! aut!orit&.
(1;) @nder t!e Anti-Mone& Anti-Mone& Laundering La# a covered covered institution is re:uired to maintain a s&stem of verif&ing t!e true identit& of t!eir clients as #ell as persons purporting to act on be!alf of
(') as"ing t!e principal about t!e e3tent of suc! aut!orit&.
(A) t!ose doing business #it! suc! clients.
corpor corporati ation. on. As to unp unpaid aid sub subscr script iptions ions to its s!are s!aress of stoc" as t!e& are regarded as corporate assets t!e& s!ould be included in t!e (A) capital value. (B) boo" value.
(A) unless set aside b& t!e members in plenar& session. (B) in ever& case even if t!e Board of Trustees resolves ot!er#ise. (,) unless unless ot!er#ise ot!er#ise provided provided in t!e Articles Articles of 2ncorporation or in t!e B&-la#s.
(,) par value. (') mar"et value. (1=) P sold to M 10 grams of s!abu #ort! P!p/000.00. As !e !ad no mo mone ne& & at t!e time time of t!e t!e sale sale M #rot #rotee a promissor& note promising to pa& P or !is order P!p/000. P t!en indorsed t!e note to (#!o did not "no# about t!e s!abu) and to . @nable to collect from P t!en sued on t!e t!e note note.. set set up t!e t!e defe efense nse of ille illeg galit& lit& of consideration. 2s !e correct
(') (') in ever& ever& case case even even if t!e ma8ori ma8orit& t& of t!e t!e members decide ot!er#ise during t!e elections. (0) (0) T!e T!e rule rule is t!at t!at t!e valua valuatio tion n of t!e s!are s!aress of a stoc"!older #!o e3ercises !is appraisal rig!ts is determined as of t!e da& prior to t!e date on #!ic! t!e vote #as ta"en. T!is is true (A) regardless of an& depreciation or appreciation in t!e s!are*s fair value.
(A) +o since since being being a sub subse: se:uen uentt indors indorser er #arrants t!at t!e note is valid and subsisting.
(B) regardless of an& appreciation in t!e s!are*s fair value.
(B) +o since a general indorser #arrants t!at t!e note is valid and subsisting.
(,) regardless of an& depreciation in t!e s!are*s fair value.
(,) es since a void contract does not give rise to an& rig!t.
(') onl& if t!ere is no appreciation or depreciation in t!e s!are*s fair value.
(') es es since since t!e note note #as born of an illega illegall consideration #!ic! is a real defense. (1>) 2n a contract of carriage t!e common carrier is liable for t!e in8ur& or deat! of a passenger resulting from its emplo&ee4s fault alt!oug! t!e latter acted be&ond t!e scope of !is aut!orit&. T!is is based on t!e (A) rule rule t!at t!at t!e carrier carrier !as an implie implied d dut& to transport t!e passenger safel&. (B) rule t!at t!e carrier !as an e3press dut& to transport t!e passenger safel& (,) 'octrine of espondeat Superior. (') rule in culpa a:uiliana. (1) A !older in due course !olds t!e instrument free from an& defect of title of prior parties and free from defenses available to prior parties among t!emselves. An e3ample of suc! a defense is -
(1) (1) T S!ip S!ippin ping g ,o. insu insure red d all all of its vessel vesselss #it! #it! 2nsurance ,o. T!e insurance policies stated t!at t!e insurer s!all ans#er for all damages due to perils of t!e sea.
(A) fraud in inducement. (B) duress amounting to forger&. forger&.
() !as been a long-time !ouse!old !elper of D. *s !usband !as also been D*s long-time driver. Ma& D insure t!e lives of bot! and #it! D as beneficiar&
(,) +o since D !as no pecuniar& interest in t!e lives of and arising from t!eir emplo&ment #it! !im. (') es since and are D4s emplo&ees. (5) ,o. a partners!ip is composed of A (capitalist partner) B (capitalist partner) and , (industrial partner). 2f &ou #ere partner A #!o bet#een B and , #ould &ou !ave an insurable interest on suc! t!at &ou ma& t!en insure !im (A) +o one as t!ere is merel& a partners!ip contract among A B and ,. (B) Bot! B and , as t!e& are &our partners.
(') at an& time before t!e polic& becomes effective. (>) T t!e captain of M$ 'on Alan #!ile asleep in !is cabin dreamt of an 2ntensit& eart!:ua"e along t!e pat! of !is s!ip.
(,)
(,) +o because T relied merel& on !is supposed gift of prop!ec&. (') es because t!e deviation too" place based on a reasonable belief of t!e captain. () dra#ee of a bill of e3c!ange #rote t!e #ords6 7Accepted #it! promise to ma"e pa&ment #it!in t#o da&s. Signed .7 T!e dra#er :uestioned t!e acceptance as invalid. 2s t!e acceptance valid (A) es because t!e acceptance is in realit& a clear assent to t!e order of t!e dra#er to pa&.
(,) +o because made a :ualified indorsement.
(B) es because t!e form of t!e acceptance is reall& immaterial.
(') +o because a :ualified indorsement does not include t!e #arrant& of genuineness.
(,) +o because t!e acceptance must be a clear assent to t!e order of t!e dra#er to pa&.
(/) A bill of e3c!ange !as T for its dra#ee @ as dra#er and E as !older. %!en E #ent to T for presentment E learned t!at T is onl& 1/ &ears old. E #ants to recover from @ but t!e latter insists t!at a notice of dis!onor must first be made t!e instrument being a bill of e3c!ange. 2s !e correct
(') +o because t!e document must not e3press t!at t!e dra#ee #ill perform !is promise #it!in t#o da&s.
(A) es since a notice of dis!onor is essential to c!arging t!e dra#er. (B) +o since T can #aive t!e re:uirement of notice of dis!onor.
(?) came up #it! a ne# #a& of presenting a telep!one director& in a mobile p!one #!ic! !e dubbed as t!e 7iTel7 and #!ic! uses lesser time for locating names and telep!one numbers. Ma& !ave !is 7iTel7 cop&rig!ted in !is name (A) +o because it is a mere s&stem or met!od. (B) es because it is an original creation.
(,) +o since E can treat @ as ma"er due to t!e minorit& of T t!e dra#ee. (') es since in a bill of e3c!ange notice of dis!onor is at all times re:uired. (=) An insured #!o gains "no#ledge of a material fact
(,) es because it entailed t!e application of *s intellect. (') +o because it did not entail an& application of *s intellect.
(B) es since onl& t!e forged signature is inoperative and is bound as indorser. (,) +o since t!e signature of , t!e pa&ee #as forged. (') es since t!e signature of , is immaterial !e being t!e pa&ee.
(5/) EF Eoundation 2nc. a non-profit organi9ation sc!eduled an election for its si3-member Board of Trustees. and D #!o are minorit& members of t!e foundation #is! to e3ercise cumulative voting in order to protect t!eir interest alt!oug! t!e Eoundation*s Articles and B&-la#s are silent on t!e matter. As to eac! of t!e t!ree #!at is t!e ma3imum number of votes t!at !eGs!e can cast (A) =
(51) A material alteration of an instrument #it!out t!e assent of all parties liable t!ereon results in its avoidance ,PT against a
(B) ? (,) 1
(A) prior indorsee. (') 5 (B) subse:uent acceptor. (,) subse:uent indorser. (') prior acceptor. (5) constituted a c!attel mortgage on a car (valued at P!p1 Million pesos) to secure a P/00000.00 loan. Eor t!e mortgage to be valid s!ould !ave (A) t!e rig!t to mortgage t!e car to t!e e3tent of !alf its value.
(5=) 2f t!e dra#er and t!e dra#ee are t!e same person t!e !older ma& present t!e instrument for pa&ment #it!out need of a previous presentment for acceptance. 2n suc! a case t!e !older treats it as a (A) non-negotiable instrument. (B) promissor& note. (,) letter of credit. (') c!ec".
(B) o#ners!ip of t!e car. (,) un:ualified free disposal of !is car. (') registered t!e car in !is name. (55) B borro#ed P!p1 million from L and offered to !im !is BM% car #ort! P!p1 Million as collateral. B t!en e3ecuted a promissor& note t!at reads6 72 B promise to pa& L or bearer t!e amount of P!p1 Million and to "eep m& BM% car (loan collateral) free from an& ot!er encumbrance. Signed B.7 2s t!is note negotiable
(5>) ' dra#s a bill of e3c!ange t!at states6 7
(A) es since it is pa&able to bearer. (') ' being t!e dra#er (B) es since it contains an unconditional promise to pa& a sum certain in mone&. (,) +o since t!e promise to 8ust pa& a sum of mone& is unclear. (') +o since it contains a promise to do an act in addition to t!e pa&ment of mone&. (5;) A ban" can be placed under receivers!ip #!en if allo#ed to continue in business its depositors or creditors #ould incur
(5) T an associate attorne& in D La#
e3ecuted a trust receipt in T4s favor covering t!e goods. %!en failed to turn over t!e proceeds from !is sale of t!e goods or return t!e ones unsold despite demand !e #as c!arged in court for estafa. moved to dismiss on t!e ground t!at !is liabilit& is onl& civil. 2s !e correct
#ritten notice to satisf& !is lien t!e sale of t!e 100 sac"s of corn is (A) voidable. (B) rescissible.
(A) +o since !e committed fraud #!en !e promised to pa& for t!e goods and did not. (B) +o since !is breac! of t!e trust receipt agreement sub8ects !im to bot! civil and criminal liabilit& for estafa. (,) es since cannot be c!arged #it! estafa over goods covered a trust receipt. (') es since it #as merel& a consignment sale and t!e bu&er could not pa&. (;0) T!e aut!ori9ed alteration of a #are!ouse receipt #!ic! does not c!ange its tenor renders t!e #are!ouseman liable according to t!e terms of t!e receipt
(,) unenforceable. (') void. (;;)
(A) in its original tenor if t!e alteration is material. (B) in its original tenor. (,) as altered if t!ere is fraud.
(B) +o since t!ere is no privit& of contract bet#een t!e insurer and 4s !eirs. (,) +o since !ad no "no#ledge of t!e insurer*s acceptance of !is application before !e died.
(') as altered. (;1) An& agreement binding upon t!e !older to e3tend t!e time of pa&ment or to postpone t!e !older*s rig!t to enforce t!e instrument results in t!e disc!arge of t!e part& secondaril& liable unless made #it! t!e latter*s consent. T!is agreement refers to one #!ic! t!e !older made # it! t!e (A) principal debtor.
(') es since under t!e Manifestation T!eor& t!e insurance contract #as perfected upon acceptance of t!e insurer of *s application. (;/) A bill of e3c!ange !as ' as dra#er as dra#ee and E as pa&ee. T!e bill #as t!en indorsed to F F to H and H to 2. 2 t!e current !older presented t!e bill to for acceptance. accepted but as it later turned out ' is a fictitious person. 2s freed from liabilit&
(B) principal creditor. (,) secondar& creditor. (') secondar& debtor. (;) @pon e3ecution of a trust receipt over goods t!e part& #!o is obliged to release suc! goods and #!o retains securit& interest on t!ose goods is called t!e (A) !older.
(A) +o since b& accepting admits t!e e3istence of t!e dra#er. (B) +o since b& accepting #arrants t!at !e is solvent. (,) es if #as not a#are of t!at fact at t!e time of acceptance. (') es since a bill of e3c!ange #it! a fictitious dra#er is void and ine3istent.
(B) s!ipper. (,) entrustee. (') entrustor.
(;=) 'ue to !is debt to , ' #rote a promissor& note #!ic! is pa&able to t!e order of ,. ,*s brot!er M misrepresenting !imself as agent of , obtained t!e note from '. M t!en negotiated t!e note to + after forging t!e signature of ,.
(') es since ' as ma"er is primaril& liable on t!e note.
(B) Eeb. 1 011. (,) Ma& 1> 011.
(;>) T ,orp. !as a corporate term of 0 &ears under its Articles of 2ncorporation or from Cune 1 1?0 to Cune 1 000.
(') +ov. 1 011. (/0) M t!e ma"er issued a promissor& note to P t!e pa&ee #!ic! states6 72 M promise to pa& P or order t!e amount of P!p1 Million. Signed M.7 P negotiated t!e note b& indorsement to + t!en + to < also b& indorsement and < to I again b& indorsement. But before < indorsed t!e note to I <*s #ife #rote t!e figure 77 on t!e note after 7P!p17 #it!out <*s "no#ledge ma"ing it appear t!at t!e note is for P!p1 Million. Eor !o# muc! is < liable to I (A) P!p1 Million since it is t!e original tenor of t!e note. (B) P!p1 Million since !e #arrants t!at t!e note is genuine and in all respects #!at it purports to be. (,) P!p1 Million since !e #arrants !is solvenc& and t!at !e !as a good title to t!e note. (') P!p1 Million since !e #arrants t!at t!e note is genuine and in all respects #!at it purports to be. (/1) ,orp. #!ose business purpose is to manufacture and sell ve!icles invested its funds in ,orp. an investment firm t!roug! a resolution of its Board of 'irectors. T!e investment gre# tremendousl& on account of ,orp.*s e3cellent business 8udgment. But a minorit& stoc"!older in ,orp. assails t!e investment as ultra vires. 2s !e rig!t and if so #!at is t!e status of t!e investment (A) es it is an ultra vires act of t!e corporation itself but voidable onl& sub8ect to stoc"!olders4 ratification. (B) es it is an ultra vires act of its Board of 'irectors and t!us void.
(A) es as a common carrier can rebut t!e presumption of negligence b& raising suc! a defense.
(,) es it is an ultra vires act of its Board of 'irectors but voidable onl& sub8ect to stoc"!olders4 ratification.
(B) +o as in tort actions t!e proper defense is due diligence in t!e selection and supervision of t!e emplo&ee b& t!e emplo&er.
(') es it is an ultra vires act of t!e corporation itself and conse:uentl& void.
(,) +o as B t!e common carrier*s emplo&ee #as obviousl& negligent due to !is into3ication. (') es as a common carrier can invo"e e3traordinar& diligence in t!e safet& of passengers in tort cases.
(/) +otice of dis!onor is not re:uired to be made in all cases.
(/5) 7agleson efillers ,o.7 a firm t!at sells #ater to t!e public opposes t!e trade name application of 7agleson Laundr& ,o.7 on t!e ground t!at suc! trade name tends to deceive trade circles or confuse t!e public #it! respect to t!e #ater firm4s registered trade name. %ill t!e opposition prosper
(,) +o since no protection e3tends to an& discover& even if e3pressed e3plained illustrated or embodied in a #or".
(A) es since suc! use is li"el& to deceive or confuse t!e public.
(/>) 2n case of disagreement bet#een t!e corporation and a #it!dra#ing stoc"!older #!o e3ercises !is appraisal rig!t regarding t!e fair value of !is s!ares a t!ree-member group s!all b& ma8orit& vote resolve t!e issue #it! finalit&. Ma& t!e #ife of t!e #it!dra#ing stoc"!older be named to t!e t!reemember group
(B) es since bot! companies use #ater in conducting t!eir business. (,) +o since t!e companies are not engaged in t!e same line of business. (') +o since t!e root #ord 7agle7 is a generic name not sub8ect to registration. (/;) Eor a constructive total loss to e3ist in marine insurance it is re:uired t!at t!e person insured relin:uis! !is interest in t!e t!ing insured. T!is relin:uis!ment must be (A) actual.
(') es since 4s article failed to ma"e an& attribution to .
(A) +o t!e #ife of t!e #it!dra#ing s!are!older is not a disinterested person. (B) es since s!e could best protect !er !usband*s s!are!oldings. (,) es since t!e rules do not discriminate against #ives. (') +o since t!e stoc"!older !imself s!ould sit in t!e t!ree-member group.
(B) constructive first and if it fails t!en actual. (,) eit!er actual or constructive.
(/) Apart from economic rig!ts t!e aut!or of a cop&rig!t also !as moral rig!ts #!ic! !e ma& transfer b& #a& of assignment. T!e term of t!ese moral rig!ts s!all last
(') constructive. (//) T!e ,orporation ,ode sanctions a contract bet#een t#o or more corporations #!ic! !ave interloc"ing directors provided t!ere is no fraud t!at attends it and it is fair and reasonable under t!e circumstances. T!e interest of an interloc"ing director in one corporation ma& be eit!er substantial or nominal. 2t is nominal if !is interest6 (A) does not e3ceed /J of t!e outstanding capital stoc". (B) e3ceeds /J of t!e outstanding capital stoc". (,) e3ceeds 0J of t!e outstanding capital stoc". (') does not e3ceed 0J of t!e outstanding capital stoc". (/=) an amateur astronomer stumbled upon #!at appeared to be a massive volcanic eruption in Cupiter #!ile peering at t!e planet t!roug! !is telescope. T!e follo#ing #ee" #it!out notes presented a lecture on !is findings before t!e Association of Astronomers of t!e P!ilippines. To !is disma& !e later read an article in a science 8ournal #ritten b& a professional astronomer repeating e3actl& #!at discovered #it!out an& attribution to !im. Has
(A) during t!e aut!or*s lifetime and for /0 &ears after !is deat!. (B) forever. (,) /0 &ears from t!e time t!e aut!or created !is #or". (') during t!e aut!or*s lifetime. (/?) %!ic! of t!e follo#ing indorsers e3pressl& #arrants in negotiating an instrument t!at 1) it is genuine and trueK ) !e !as a good title to itK 5) all prior parties !ave capacit& to negotiateK and ;) it is valid and subsisting at t!e time of !is indorsement (A) T!e irregular indorser. (B) T!e regular indorser. (,) T!e general indorser. (') T!e :ualified indorser. (=0) %!ere t!e insurer #as made to pa& t!e insured for a loss covered b& t!e insurance contract suc! insurer can run
(,) T!e insured4s formal assignment of !is rig!t to indemnification to t!e insurer.
(') #it! acceptance but t!e bill is paid b& t!e dra#er.
(') T!e insured4s endorsement of its claim to t!e insurer.
(=;) 2f an insurance polic& pro!ibits additional insurance on t!e propert& insured #it!out t!e insurer*s consent suc! provision being valid and reasonable a violation b& t!e insured
(=1) invented a device #!ic! t!roug! t!e use of noise can rec!arge a cellp!one batter&. He applied for and #as granted a patent on !is device effective #it!in t!e P!ilippines. As it turns out a &ear before t!e grant of *s patent also an inventor invented a similar device #!ic! !e used in !is cellp!one business in Manila. But files an in8unctive suit against to stop !im from using t!e device on t!e ground of patent infringement. %ill t!e suit prosper (A) +o since t!e correct remed& for is a civil action for damages. (B) +o since is a prior user in good fait!. (,) es since is t!e first to register !is device for patent registration. (') es since un#ittingl& used 4s patented invention. (=) P a sales girl in a flo#er s!op at t!e A&ala Station of t!e Metro ail Transit (MT) boug!t t#o to"ens or tic"ets one for !er ride to #or" and anot!er for !er ride !ome. S!e got to !er flo#er s!op #!ere s!e usuall& #or"ed from a.m. to / p.m. At about 5 p.m. #!ile P #as attending to !er duties at t!e flo#er s!op t#o cre#s of t!e MT got into a fig!t near t!e flo#er s!op causing in8uries to P in t!e process. ,an P sue t!e MT for contractual breac! as s!e #as #it!in t!e MT premises #!ere s!e #ould s!ortl& ta"e !er ride !ome (A) +o since t!e incident too" place not in an MT train coac! but at t!e MT station. (B) +o since P !ad no intention to board an MT train coac! #!en t!e incident occured. (,) es since s!e alread& !ad a tic"et for !er ride !ome and #as in t!e MTs premises at t!e time of t!e incident. (') es since s!e boug!t a round trip tic"et and MT !ad a dut& #!ile s!e #as at its station to "eep !er safe for !er return trip.
(A) reduces t!e value of t!e polic&. (B) avoids t!e polic&. (,) offsets t!e value of t!e polic& #it! t!e additional insurances4s value. (') forfeits premiums alread& paid. (=/) found a c!ec" on t!e street dra#n b& against AB, Ban" #it! D as pa&ee. forged D*s signature as an indorser t!en indorsed it personall& and delivered it to 'E Ban". T!e latter in turn indorsed it to AB, Ban" #!ic! c!arged it to t!e 4s account. later sued AB, Ban" but it set up t!e forger& as its defense. %ill it prosper (A) +o since t!e pa&ee*s signature !as been forged. (B) +o since 4s remed& is to run after t!e forger . (,) es since forger& is onl& a personal defense. (') es since AB, Ban" is bound to "no# t!e signature of its client. (==) T!e rule is t!at no stoc" dividend s!all be issued #it!out t!e approval of stoc"!olders representing at least G5 of t!e outstanding capital stoc" at a regular or special meeting called for t!e purpose. As to ot!er forms of dividends6 (A) a mere ma8orit& of t!e entire Board of 'irectors applies. (B) a mere ma8orit& of t!e :uorum of t!e Board of 'irectors applies. (,) a mere ma8orit& of t!e votes of stoc"!olders representing t!e outstanding capital stoc" applies. (') t!e same rule of G5 votes applies.
(=5) Eorger& of bills of e3c!ange ma& be subdivided into a) forger& of an indorsement on t!e bill and b) forger& of t!e dra#er*s signature #!ic! ma& eit!er be #it! acceptance b& t!e dra#ee or (A) #it! acceptance but t!e bill is paid b& t!e
(=>) at 4s re:uest e3ecuted a eal state Mortgage (M) on !is (4s) land to secure *s loan from D. D successfull& foreclosed t!e M #!en defaulted on t!e loan but !alf of *s obligation remained unpaid. Ma& D sue
(') +o because is not D4s debtor. (=) Ma& a publicl& listed universal ban" o#n 100J of t!e voting stoc"s in anot!er universal ban" and in a commercial ban" (A) es if #it! t!e permission of t!e Bang"o Sentral ng Pilipinas. (B) +o since it !as no po#er to invest in e:uities.
(') limited to t!e case #!ere t!e indorsement is necessar& to !is title. (>5) in t!e !ospital for "idne& d&sfunction #as about to be disc!arged #!en !e met !is friend . told t!e reason for !is !ospitali9ation. A mont! later applied for an insurance covering serious illnesses from AB, 2nsurance ,o. #!ere #as #or"ing as ,orporate Secretar&. Since !ad alread& told about !is !ospitali9ation !e no longer ans#ered a :uestion regarding it in t!e application form. %ould t!is constitute concealment
(,) es as t!ere is no pro!ibition on it. (') +o since under t!e la# t!e 100J o#ners!ip on voting stoc"s must be in eit!er ban" onl&. (=?) Perils of t!e s!ip under marine insurance la# refer to loss #!ic! in t!e ordinar& course of events results from
(A) es since t!e previous !ospitali9ation #ould influence t!e insurer in deciding #!et!er to grant *s application. (B) +o since ma& be regarded as AB,4s agent and !e alread& "ne# of 4s previous !ospitali9ation.
(A) natural and inevitable actions of t!e sea. (B) natural and ordinar& actions of t!e sea. (,) unnatural and inevitable actions of t!e sea.
(,) es it #ould constitute concealment t!at amounts to misrepresentation on *s part. (') +o since t!e previous illness is not a material fact to t!e insurance coverage.
(') unnatural and ordinar& actions of t!e sea. (>0) @nder t!e 2ntellectual Propert& ,ode lectures sermons addresses or dissertations prepared for oral deliver& #!et!er or not reduced in #riting or ot!er material forms are regarded as
(>;) Several American doctors #anted to set up a group clinic in t!e P!ilippines so t!e& could render modern medical services. 2f t!e clinic is to be incorporated under our la#s #!at is t!e re:uired foreign e:uit& participation in suc! a corporation
(A) non-original #or"s.
(A) ;0J
(B) original #or"s.
(B) 0J
(,) derivative #or"s.
(,) =0J
(') not sub8ect to protection.
(') >0J
(>1) ,an a dra#ee #!o accepts a materiall& altered c!ec" recover from t!e !older and t!e dra#er (A) +o !e cannot recover from eit!er of t!em. (B) es from bot! of t!em. (,) es but onl& from t!e dra#er. (') es but onl& from t!e !older. (>) T!e rule is t!at t!e intentional cancellation of a person secondaril& liable results in t!e disc!arge of t!e latter. %it! respect to an indorser t!e !older*s rig!t to cancel !is signature is6
(>/) e3ecuted a promissor& note in favor of b& #a& of accommodation. 2t sa&s6 7Pa& to or order t!e amount of P!p/0000.00. Signed .7 t!en indorsed t!e note to D and D to T. %!en T soug!t collection from t!e latter countered as indorser t!at t!ere s!ould !ave been a presentment first to t!e ma"er #!o dis!onors it. 2s correct (A) +o since is t!e real debtor and t!us t!ere is no need for presentment for pa&ment and dis!onor b& t!e ma"er. (B) es since as an indorser #!o is secondaril& liable t!ere must first be presentment for pa&ment and dis!onor b& t!e ma"er.
(>=) T!e Board of 'irectors of D ,orp. unanimousl& passed a esolution approving t!e ta"ing of steps t!at in realit& amounted to #illful ta3 evasion.
for safe"eeping onl&. B negotiated it !o#ever to E #!o boug!t it in good fait! and for value. %!o is entitled to t!e deliver& of t!e refrigerators (A) T since !e is t!e real o#ner of t!e refrigerators. (B) E since !e is a purc!aser in good fait! and for value. (,) B since T entrusted t!e receipt to !i m. (') % since !e !as as a #are!ouseman a lien on t!e goods. (0) T!e Articles of 2ncorporation must be accompanied b& a Treasurer*s Affidavit certif&ing under oat! among ot!ers t!at t!e total subscription paid is6 (A) not less t!an P/000.00.
(') +o since t!e la# ma"es directors of t!e corporation solidaril& liable for gross negligence and bad fait! in t!e disc!arge of t!eir duties.
(B) not more t!an P/000.00. (,) 2FHT A+S% not less t!an P/000.00.
(>>) T is t!e registered trademar" o#ner of 7,<,
) A t!e proprietor of a fleet of ten ta3icabs decides to adopt as !is business name 7A Transport ,o. 2nc.7 Ma& t!is be allo#ed (A) +o it #ould be deceptive since !e is a proprietor not a corporation. (B) +o since 7A7 is a generic name not suitable for registration.
(') not more t!an P/000.00. (1) 2n a special meeting called for t!e purpose G5 of t!e stoc"!olders representing t!e outstanding capital stoc" in . ,o. aut!ori9ed t!e compan&*s Board of 'irectors to amend its B&-la#s. B& ma8orit& vote t!e Board t!en approved t!e amendment. 2s t!is amendment valid (A) +o since t!e stoc"!olders cannot delegate t!eir rig!t to amend t!e B&-la#s to t!e Board. (B) es since t!e ma8orit& votes in t!e Board #as sufficient to amend t!e B&-la#s. (,) +o because t!e voting in t!e Board s!ould !ave been b& ma8orit& of a :uorum. (') es since t!e votes of G5 of t!e stoc"!olders and ma8orit& of t!e Board #ere secured. () A group of Mala&sians #anted to invest in t!e P!ilippines4 insurance business. After negotiations t!e& agreed to organi9e 7E2MA 2nsurance ,orp.7 #it! a group of Eilipino businessmen. E2MA #ould !ave a P!P/0 Million paid up capital P!P;0 Million of #!ic! #ould come from t!e Eilipino group. All corporate officers #ould be Eilipinos and out of its 10-member Board of 'irectors #ould be Eilipinos. ,an E2MA operate an insurance business in t!e P!ilippines (A) +o since an insurance compan& must !ave at
(,)
si
!i
lin
of busi
is
blic
(') +o since an insurance compan& s!ould be 100J o#ned b& Eilipinos. (5) @nder t!e Public Service Act an administrative agenc& !as t!e po#er to approve provisionall& t!e rates of public utilities #it!out a !earing in case of urgent public needs. T!e e3ercise of t!is po#er is (A) supervisor&. (B) absolute.
(') es since !e is a !older in due course and P and M #ere not a#are of t!e la# t!at pro!ibited t!e sale of gec"o. (>) P aut!ori9ed A to sign a bill of e3c!ange in !is (P4s) name. T!e bill reads6 7Pa& to B or order t!e sum of P!p1 million. Signed A (for and in be!alf of P).7 T!e bill #as dra#n on P. B indorsed t!e bill to , , to ' and ' to . Ma& treat t!e bill as a promissor& note (A) +o because t!e instrument is pa&able to order and !as been indorsed several times.
(,) discretionar&. (') mandator&. (;) creditor of obtained a 8udgment in !is favor in connection #it! *s unpaid loan to !im. T!e court*s s!eriff t!en levied on t!e goods t!at stored in T*s #are!ouse for #!ic! t!e latter issued a #are!ouse receipt. A mont! before t!e lev& !o#ever D boug!t t!e #are!ouse receipt for value. %!o !as a better rig!t over t!e goods (A) T being t!e #are!ouseman #it! a lien on t!e goods (B) D being a purc!aser for value of t!e #are!ouse receipt
(B) es because t!e dra#er and dra#ee are one and t!e same person. (,) +o because t!e instrument is a bill of e3c!ange. (') es because A #as onl& an agent of P. () D #rote out an instrument t!at states6 7Pa& to t!e amount of P!p1 Million for collection onl&. Signed D.7 indorsed it to !is creditor to #!om !e o#ed P!p1 million. no# #ants to collect and satisf& *s debt t!roug! t!e P!p1 million on t!e c!ec". Ma& !e validl& do so (A) es since t!e indorsement to is for P!p1 Million.
(,) being 4s 8udgment creditor (') being t!e o#ner of t!e goods
(B) +o since D is not a part& to t!e loan bet#een and .
(/) A promissor& note states on its face6 72 promise to pa& t!e amount of P!p /000.00 five da&s after completion of t!e on-going construction of m& !ouse. Signed .7 2s t!e note negotiable
(,) +o since is merel& an agent of D !is onl& rig!t being to collect.
(A) es since it is pa&able at a fi3ed period after t!e occurrence of a specified event.
(?) S!ipping ,o. insured its vessel M$ 'on Teodoro for P!p100 Million #it! AB, 2nsurance ,o. t!roug! T an agent of S!ipping. 'uring a vo&age t!e vessel accidentall& caug!t fire and suffered damages estimated at P!p0 Million. T personall& informed AB, 2nsurance t!at S!ipping #as abandoning t!e s!ip. Later AB, insurance denied S!ipping4s claim for loss on t!e ground t!at a notice of abandonment t!roug! its agent #as improper. 2s AB, 2nsurance rig!t
(B) +o since it is pa&able at a fi3ed period after t!e occurrence of an event #!ic! ma& not !appen. (,) es since it is pa&able at a fi3ed period or determinable future time. (') +o since it s!ould be pa&able at a fi3ed period before t!e occurrence of a specified event. (=) P sold to M a pair of gec"o (tu"o) for P!p/0000.00. M t!en issued a promissor& note to P promising to pa& t!e mone& #it!in ?0 da&s. @n"no#n to P and M a la# #as passed a mont! before t!e sale t!at pro!ibits and declares void an& agreement to sell gec"o in t!e countr&. 2f ac:uired t!e note in good fait! and for value ma& !e
(') es since o#ed P!p1 Million.
(A) es since S!ipping s!ould !ave ratified its agent4s action. (B) +o since T as agent of S!ipping #!o procured t!e insurance can also give notice of abandonment for !is principal. (,) es since onl& t!e agent of S!ipping rela&ed
o#ned and controlled corporation dis:ualified , a former ,ongressman from continuing to sit as one of its members. , ob8ected !o#ever insisting t!at under t!e ,orporation ,ode members of t!e board of directors of corporations ma& onl& be removed b& vote of stoc"!olders !olding G5 of its outstanding capital stoc" in a regular or special meeting called for t!at purpose. 2s , correct (A) es since t!e ne# la# cannot be applied to members of t!e board of directors alread& elected prior to its passage. (B) +o since t!e dis:ualification ta"es effect b& operation of la# it is sufficient t!at !e #as declared no longer a member of t!e board. (,) es since t!e provisions of t!e ,orporation ,ode applies as #ell to government-o#ned and controlled corporations. (') +o since t!e board !as t!e po#er to oust !im even #it!out t!e ne# la#. (?1) 00-5-0001 F a grocer& goods supplier sold 100 sac"s of rice to H #!o promised to pa& once !e !as sold all t!e rice. H meantime delivered t!e goods to % a #are!ouseman #!o issued a #are!ouse receipt. %it!out t!e "no#ledge of F and % H negotiated t!e receipt to P #!o ac:uired it in good fait! and for value. P t!en claimed t!e goods from % #!o released t!em. After t!e rice #as loaded on a s!ip bound for Manila F invo"es !is rig!t to stop t!e goods in transit due to !is unpaid lien. %!o !as a better rig!t to t!e rice (A) 2FHT A+S% P since !e !as superior rig!ts as a purc!aser for value and in good fait!. (B) P regardless of #!et!er or not !e is a purc!aser for value and in good fait!. (,) F since as an unpaid seller !e !as t!e rig!t of stoppage in transitu. (') % since it appears t!at t!e #are!ouse c!arges !ave not been paid. (?) 2n a signature b& procuration t!e principal is bound onl& in case t!e agent acted #it!in t!e actual limits of !is aut!orit&. T!e signature of t!e agent in suc! a case operates as notice t!at !e !as (A) a :ualified aut!orit& to sign.
(A) es since all t!e elements of an insurance contract are present. (B) es since 4 services ma& be regarded as t!e consideration. (,) +o since actuall& made a conditional donation in 4s favor. (') +o since it is in fact an innominate contract bet#een and . (?;) A bill of e3c!ange states on its face6 700000.00). Signed 7. %!at amount s!ould be construed as true in suc! a case
(B) a limited aut!orit& to sign.
(A) P!p>00000.00.
(,) a special aut!orit& to sign.
(B) P!p>00.00.
and #it! onl& 10 tons of cargo. %ill t!is avoid t!e polic& t!at #as issued (A) es because t!ere #as breac! of implied #arrant&. (B) +o because t!ere #as no intent to breac! an implied #arrant&. (,) es because representation.
it relates
to a
material
(') +o because t!ere #as onl& representation of intention. (?) T!e Articles of 2ncorporation of AB, Transport ,o. a public utilit & provides for ten (10) members in its Board of 'irectors. %!at is t!e prescribed minimum number of Eilipino citi9ens in its Board (A) 10 (B) = (,) > (') / (??) P aut!ori9ed A to sign a negotiable instrument in !is (P4s) name. 2t reads6 7Pa& to B or order t!e sum of P!p1 million. Signed A (for and in be!alf of P).7 T!e instrument s!o#s t!at it #as dra#n on P. B t!en indorsed to , , to ' and ' to . t!en treated it as a bill of e3c!ange. 2s presentment for acceptance necessar& in t!is case (A) +o since t!e dra#er and dra#ee are t!e same person. (B) +o since t!e bill is non-negotiable t!e dra#er and dra#ee being t!e same person. (,) es since t!e bill is pa&able to order presentment is re:uired for acceptance. (') es in order to !old all persons liable on t!e bill. (100) T!e corporate term of a stoc" corporation is t!at #!ic! is stated in its Articles of 2ncorporation. 2t ma& be e3tended or s!ortened b& an amendment of t!e Articles #!en approved b& ma8orit& of its Board of 'irectors and6 (A) approved and ratified b& at least G5 of all stoc"!olders. (B) approved b& at least G5 of t!e stoc"!olders
Letter of ,redit #as opened to pa& for t!e importation of ten (1 0) units of Mercedes Ben9 S class. @pon arrival of t!e cars AAA ,arma"ers found out t!at t!e cars #ere all not in running condition and some parts #ere missing. As a conse:uence AAA ,arma"ers instructed BBB Ban"ing ,orporation not to allo# dra#do#n on t!e Letter of ,redit. 2s t!is legall& possible
MERCANTILE LA
1.
.
5.
Letters of ,redit are financial devices in commercial transactions #!ic! #ill ensure t!at t!e seller of t!e goods is sure to be paid #!en !e parts #it! t!e goods and t!e bu&er of t!e goods gets control of t!e goods upon pa&ment. %!ic! statement is most accurate a.
T!e use of t!e Letter of ,redit serves to reduce t!e ris" of nonpa&ment of t!e purc!ase price in a sale transaction.
b.
T!e Letters of ,redit can onl& be used e3clusivel& in a sales transaction.
c.
T!e Letters of ,redit are issued for t!e benefit of t!e seller onl&.
d.
(a) (b) and (c) are all correct.
a.
+o because under t!e 72ndependence Principle7 conditions for t!e dra#do#n on t!e Letters of ,redit are based onl& on documents li"e s!ipping documents and not #it! t!e condition of t!e goods sub8ect of t!e importation.
b.
es because t!e acceptance b& t!e importer of t!e goods sub8ect of importation is material for t!e dra#do#n of t!e Letter of ,redit.
c.
es because under t!e 72ndependence Principle7 t!e seller or t!e beneficiar& is al#a&s assured of prompt pa&ment if t!ere is no breac! in t!e contract bet#een t!e seller and t!e bu&er.
d.
+o because #!at #as opened #as an irrevocable letter of credit and not a confirmed letter of credit.
Letter of ,redit #!ic! is used in non-sale transaction #!ere it serves to reduce t!e ris" of non-performance is called a.
irrevocable letter of creditK
b.
standb& letter of creditK
c.
confirmed letter of creditK
d.
+one of t!e above.
/.
At t!e instance of ,,, ,orporation AAA Ban" issued an irrevocable Letter of ,redit in favor of BBB ,orporation. T!e terms of t!e irrevocable Letter of ,redit state t!at t!e beneficiar& must presfmt certain documents including a cop& of t!e Bill of Lading of t!e importation for t!e ban" to release t!e funds. BBB ,orporation could not find t!e original cop& of t!e Bill of Lading so it instead presented to t!e ban" a 3ero3 cop& of t!e Bill of Lading. %ould &ou advise t!e ban" to allo# t!e dra#do#n on t!eLetter of ,redit a.
+o because t!e rule of strict compliance in commercial transactions involving letters of credit re:uiring documents set as conditions for t!e release of t!e fund !as to be strictl& corn plied #it! or else funds #ill not be released.
b.
es because an irrevocable letter of credit means t!at t!e issuing ban" underta"es to release t!e fund an&time #!en claimed b& t!e beneficiar& regardless of t!e "ind of document presented.
c.
es because t!e issuing ban" can al#a&s 8ustif& to ,,, ,orporation t!at 3ero3 copies are considered as fait!ful reproduction of t!e original copies.
=.
Eor a fee deposited 1000 sac"s of corn in t!e #are!ouse o#ned b& . is in t!e business of #are!ousing. issued a #are!ouse receipt as proof of t!e possession of t!e 1000 sac"s of corn. T!e #are!ouse receipt states as follo#s6 7'eliver to or bearer 1000 sac"s of corn.7 #anted to use t!e #are!ouse receipt as pa&ment of !is debt in favor of D. Ho# can t!e o#ners!ip of t!e goods covered b& t!e #are!ouse receipt be transferred a.
+egotiate t!e #are!ouse receipt b& 8ust delivering t!e #are!ouse receipt to D.
b.
Assign t!e #are!ouse receipt to D to transfer o#ners!ip of t!e goods.
c.
+egotiate t!e #are!ouse receipt specificall& indorsing it to D.
d.
T!e #are!ouse receipt in t!is case is nonnegotiable.
b&
T!e #are!ouseman b& issuing t!e #are!ouse receipt ac"no#ledges t!at t!e goods are in !is possession but !e can refuse to deliver t!e goods to t!e !older of t!e #are!ouse receipt covering t!e goods if a.
t!e #are!ouse receipt covering t!e goods is not presented.
b.
t!e lien of t!e #are!ouseman is not
.
a.
file an action for interpleader.
b.
give t!e goods to t!e first one #!o first presented t!e #are!ouse receipt.
c.
use !is discretion as to #!o !e believes !as t!e prior rig!t.
d.
"eep t!e goods and appropriate t!em to !imself.
BBB Ban"ing ,orporation issued a Letter of ,redit in t!e amount of P/Million for t!e purc!ase of five (/) tons of corn b& . @pon arrival of t!e goods t!e goods #ere delivered to t!e #are!ouse of . T!ereafter !e #as as"ed to sign a Trust eceipt covering t!e goods. %!en t!e goods #ere sold did not deliver t!e proceeds to BBB Ban"ing ,orporation arguing t!at !e #ill need t!e fund for t!e subse:uent importation. 2s t!ere sufficient basis to sue for criminal action a.
b.
c.
d.
?.
es because *s failure to turn over t!e proceeds to t!e ban" is a violation of t!e Trust eceipt La#. +o because t!e trust receipt #as signed onl& after t!e deliver& of t!e goods. %!en t!e trust receipt #as signed t!e o#ners!ip of t!e goods #as alread& #it! . es because violation of Trust eceipt La# is mala pro!ibita intention is irrelevant. +o because !as a valid reason not to deliver t!e proceeds to BBB Ban"ing ,orporation.
secured a loan from BBB Ban" to pa& for t!e importation of some dried fruits. @pon arrival of t!e goods consisting of dried fruits imported b& but before deliver& to !im a trust receipt #as e3ecuted b& to cover t!e transfer of t!e dried fruits to !is possession. T!e dried fruits #ere so saleable but instead of turning over t!e proceeds of t!e sale used t!e funds to pa& for t!e medical e3penses of !is mot!er #!o #as sic" of cancer of t!e bone. %!ic! statement is most accurate a.
cannot be !eld criminall& liable because alt!oug! !e did not pa& t!e ban" !e used t!e proceeds for a good reason.
b.
Eraud or deceit is a necessar& element to !old criminall& liable for non -pa&ment under t!e Trust eceipts La#.
c.
can be !eld criminall& liable under t!e Trust eceipts La# regardless of t!e purpose or intention for t!e use of t!e proceeds.
a.
T!e criminal liabilit& #ill not attac! to as President because of separate 8uridical personalit&.
b.
Eor violation of Trust eceipts La# t!e la# specificall& provides for t!e imposition of penalt& upon directors 2 officers of t!e corporation.
c.
T!e officer #ill not be !eld criminall& accountable because !e is 8ust signing t!e trust receipt for and in be!alf of t!e corporation.
d.
T!e officer of t!e corporation #ill be !eld liable provided it is clear t!at t!e officer concerned participated in t!e decision not to pa&.
11. %!o is t!e arrangement
ntrustee
in
a
Trust
eceipt
a.
t!e o#ner of t!e goodsK
b.
t!e one #!o !olds t!e goods and receives t!e proceeds from t!e sale of t!e goodsK
c.
t!e person to #!om goods are delivered for sale and #!o bears t!e ris" of t!e lossK
d.
t!e part& #!o ac:uires securit& interest in t!e goods.
1. %!ic! p!rase best completes t!e statement - 2n accordance #it! t!e Trust eceipt La# purc!asers of t!e goods from t!e ntrustee #ill6 a.
get t!e goods onl& as a collateralK
b.
not get good title to t!e goodsK
c.
onl& get securit& interest over t!e goodsK
d.
get good title to t!e goods.
15. acted as an accommodation part& in signing as a ma"er of a promissor& note. %!ic! p!rase best completes t!e sentence - T!is means t!at is liable on t!e instrument to an& !older for value6 a.
for as long as t!e !older does not "no# t!at is onl& an accommodation part&.
b.
even t!oug! t!e !older "ne# all along t!at is onl& an accommodation part&.
c.
for as long as did not receive an& consideration for acting as accommodation part&.
d.
provided received consideration for acting as accommodation part&.
b.
T!e promissor& note is non-negotiable because t!e option as to #!ic! form of pa&ment is #it! t!e ma"er.
b.
is a c!ec" issued b& a manager of a ban" in t!e name of t!e ban" against t!e ban" itself for t!e account of t!e ban".
c.
T!e promissor& note is an invalid instrument because t!ere is more t!an one form of pa&ment.
c.
is li"e an& ordinar& c!ec" t!at needs to be presented for pa&ment also.
d.
is better t!an a cas!ier*s c!ec" in terms of use and effect.
d.
T!e promissor& note can be negotiated b& #a& of deliver&.
1/. issued a promissor& note #!ic! states 72 promise to pa& or bearer t!e amount of HN/0000 on or before 'ecember 50 015.7 2s t!e promissor& note negotiable
1?. %!ic! p!rase best completes t!e statement -- A c!ec" #!ic! is pa&able to bearer is a bearer instrument and6 a.
negotiation can be made b& deliver& onl&K
a.
+o t!e promissor& note becomes invalid because t!e amount is in foreign currenc&.
b.
negotiation must indorsementK
be
b&
#ritten
b.
es t!e promissor& note is negotiable even t!oug! t!e amount is stated in foreign currenc&.
c.
negotiation must indorsementK
be
b&
specific
c.
+o t!e promissor& note is not negotiable because t!e amount is in foreign currenc&.
d.
negotiation must be b& indorsement and deliver&.
d.
es t!e promissor& note is negotiable because t!e Hong ong dollar is a "no#n foreign currenc& in t!e P!ilippines.
1=. delivered a c!ec" issued b& !im and pa&able to t!e order of ,ASH to in pa&ment for certain obligations incurred b& in favor of . t!en delivered t!e c!ec" to D in pa&ment for certain obligations. %!ic! statement is most accurate
0. As pa&ment for a debt issued a promissor& note in favor of but t!e promissor& note on its face #as mar"ed non-negotiable. T!en instead of indorsing t!e promissor& note assigned t!e same in favor of D to #!om !e o#ed some debt also. %!ic! statement is most accurate a.
D cannot claim pa&ment from on t!e basis of t!e promissor& note because it is mar"ed non-negotiable.
a.
D can encas! t!e c!ec" even t!oug! did not indorse t!e c!ec".
b.
D can claim pa&ment from even t!oug! it is mar"ed non-negotiable.
b.
D cannot encas! t!e c!ec" for lac"ing in proper endorsement.
c.
c.
is t!e onl& one liable because !e #as t!e one #!o delivered t!e c!ec" to D.
D can claim pa&ment from because under t!e +egotiable 2nstrument La# negotiation and assignment is one and t!e same.
d.
D can claim pa&ment from onl& because !e #as t!e endorser of t!e promissor& note.
d.
T!e negotiation is not valid because t!e c!ec" is an instrument pa&able to order.
1>. A stale c!ec" is a c!ec" a.
t!at cannot an&more be paid alt!oug! t!e underl&ing obligation still e3ists.
b.
t!at cannot an&more be paid and t!e underl&ing obligation under t!e c!ec" is also e3tinguis!ed.
c.
t!at can still be negotiated or indorsed so t!at #!oever is t!e !older can
d.
#!ic! !as not been presented for pa&ment #it!in a period of t!irt& (50) da&s.
1. +egotiable instruments are used as substitutes for mone& #!ic! means a.
t!at t!e& can be considered legal tender.
b.
t!at #!en negotiated t!e& can be used to pa& indebtedness.
c.
t!at at all times t!e deliver& of t!e instrument is e:uivalent to deliver& of t!e cas!.
d.
t!at at all times negotiation of t!e instruments re:uires proper indorsement.
a.
b.
c.
d.
T!e dra#ee ban" can recover from because t!e c!ec" #as deposited in !is account. T!e dra#ee ban" can recover from because !e is t!e dra#er even t!oug! !is signature #as forged. T!e dra#ee ban" is estopped from den&ing t!e genuineness of t!e signature of t!e t!e dra#er of t!e c!ec". T!e dra#ee ban" can recover from because as endorser !e #arrants t!e genuineness of t!e signature.
5. A issued a c!ec" in t!e amount of P!p0000 pa&able to B. B endorsed t!e c!ec" but onl& to t!e e3tent of P!p1 0000. %!ic! statement is most accurate a.
T!e partial indorsement is not a valid indorsement alt!oug! #ill result in t!e assignment of t!at part.
b.
T!e partial indorsement #ill invalidate t!e #!ole instrument.
c.
T!e endorsee #ill be considered as a !older in due course.
d.
T!e partial indorsement is valid indorsement up to t!e e3tent of t!e P!p10000.
;. A promissor& note #!ic! does not !ave t!e #ords 7or order7 or 7or bearer7 #ill render t!e promissor& note non-negotiable and t!erefore -
d.
t!e c!ec" !as become non-negotiable.
>. as President of and in be!alf of AAA ,orporation as a #a& to accommodate one of its stoc"!olders endorsed t!e c!ec" issued b& . %!ic! statement is most acurate a.
2t is an ultra vires act.
b.
2t is a valid indorsement.
c.
T!e corporation #ill be !eld liable to an& !older in due course.
d.
2t is an invalid indorsement.
. 2n a negotiable instrument #!en t!e sum is e3pressed bot! in numbers and in #ords and t!ere is discrepanc& bet#een t!e #ords and t!e numbers a.
t!e sum e3pressed in #ords #ill prevail over t!e one e3pressed in numbers.
b.
t!e sum e3pressed in numbers #ill prevail over t!e one e3pressed in #ords.
c.
t!e instrument becomes void because of t!e discrepanc&.
d.
t!is #ill render t!e instrument invalid.
?. A promissor& note #!ic! is undated is presumed to be a.
dated as of t!e date of issueK
b.
dated as of indorsementK
t!e
date
of
t!e
first
a.
it #ill render t!e ma"er not liableK
b.
t!e note can still be assigned and t!e ma"er made liableK
c.
promissor& note is invalid because t!ere is no dateK
c.
t!e !older can become !older in due courseK
d.
dated on due date.
d.
t!e promissor& note can 8ust be delivered and t!e ma"er #ill still be liable.
50. An insurance contract is an aleator& contract #!ic! means t!at a.
t!e insurer #ill pa& t!e insured e:uivalent to t!e amount of t!e premium paid.
b.
t!e obligation of t!e insurer is to pa& depending upon t!e !appening of an uncertain future event.
c.
t!e insured pa&s a fi3ed premium for t!e duration of t!e polic& period and t!e amount of t!e premiums paid to t!e insurer is not necessaril& t!e same amount as #!at t!e insured #ill get upon t!e !appening of an uncertain future event.
/. A c!ec" is a.
a bill of e3c!angeK
b.
t!e same as a promissor& noteK
c.
is dra#n b& a ma"erK
d.
a non-negotiable instrument.
=. A c!ec" #as issued to Tiger %oods. But #!at #as #ritten as pa&ee is t!e #ord 7Tiger %oods7. To
a.
b.
c.
d.
t!e general rule is t!at t!e insurance contract is to be interpreted strictl& in accordance #it! #!at is #ritten in t!e contract.
b.
5/. T!e 7incontestabilit& clause7 in a Life 2nsurance Polic& means ---
are to be construed liberall& in favor of t!e insured and strictl& against t!e insurer #!o drafted t!e insurance polic&.
a.
t!at life insurance proceeds cannot be claimed t#o () &ears after t!e deat! of t!e insured.
are to be construed strictl& against t!e insured and liberall& in favor of t!e insurer.
b.
t!at t#o () &ears after date of issuance or reinstatement of t!e life insurance polic& t!e insurer cannot an&more prove t!at t!e polic& is void ab initio or rescindable b& reason of fraudulent concealment or misrepresentation of t!e insured.
c.
t!at t!e insured can still claim from t!e insurance polic& after t#o () &ears even t!oug! premium is not paid.
d.
t!at t!e insured can onl& claim proceeds in a life insuranceO polic& t#o () &ears after deat!.
if t!ere is an ambiguit& in t!e insurance contract t!is #ill invalidate t!e contract.
5. is t!e common la# #ife of . loves so muc! t!at !e too" out a life insurance on !is o#n life and made !er t!e sole beneficiar&. did t!is to ensure t!at #ill be financiall& comfortable #!en !e is gone. @pon t!e deat! of a.
to t!e approval of t!e legal guardian of t!e minor.
as sole beneficiar& under t!e life insurance polic& on t!e life of #ill be entitled to t!e proceeds of t!e life insurance.
5=. Eor bot! t!e Life 2nsurance and Propert& 2nsurance t!e insurable interest is re:uired to be -
despite t!e designation of as t!e sole beneficiar& t!e proceeds of t!e life insurance #ill go to t!e estate of .
a.
e3isting at t!e time of perfection of t!e contract and at t!e time of loss.
c.
t!e proceeds of t!e life insurance #ill go to t!e compulsor& !eirs of .
b.
d.
t!e proceeds of t!e life insurance #ill be divided e:uall& amongst and t!e compulsor& !eirs of .
e3isting at t!e time of perfection and at t!e time of loss for propert& insurance but onl& at t!e time of perfection for life insurance.
c.
e3isting at t!e time of perfection for propert& insurance but for life insurance bot! at t!e time of perfection and at t!e time of loss.
d.
e3isting at t!e time of perfection onl&.
55. in Canuar& 50 00? or t#o () &ears before reac!ing t!e age of =/ insured !is life for P!p0Million. Eor reason un"no#n to !is famil& !e too" !is o#n life t#o () da&s after !is =/t! birt!da&. T!e polic& contains no e3cepted ris". %!ic! statement is most accurate a.
T!e insurer #ill be liable.
b.
T!e insurer #ill not be liable.
c.
T!e state of sanit& of t!e insured is relevant in cases of suicide in order to !old t!e insurer liable.
d.
a.
. +o insurance polic& must be e3pressl& endorsed to t!e ban" so t!at t!e ban" #ill !ave a rig!t in t!e proceeds of suc! insurance in t!e event of loss.
b.
T!e e3press provision contained in t!e 'eed of eal state Mortgage to t!e effect t!at t!e polic& is also endorsed is sufficient.
c.
ndorsement of 2nsurance Polic& in an&
T!e state of sanit& of t!e insured is irrelevant in cases of suicide in order to !old t!e insurer liable.
5;. a minor contracted an insurance on !is o#n life. %!ic! statement is most accurate a.
5>. A !ouse and lot is covered b& a real estate mortgage (M) in favor of DDD Ban". T!e ban" re:uired t!at t!e !ouse be insured. T!e o#ner of t!e polic& failed to endorse nor assign t!e polic& to t!e ban". Ho#ever t!e 'eed of eal state Mortgage !asO an e3press provision #!ic! sa&s t!at t!e insurance polic& is also endorsed #it! t!e signing of t!e M. %ill t!is be sufficient
T!e life insurance polic& is void ab initio.
in8uries. Bot! passenger 8eepne&s are covered b& ,ompre!ensive Motor $e!icular 2nsurance ,overage. 2f #ants to claim under t!e 7no fault indemnit& clause7 !is claim #ill lie a.
against t!e insurer of t!e 8eepne& being driven b& D #!o #as t!e one at fault.
b.
t!e claim s!all lie against t!e insurer of t!e passenger 8eepne& driven b& because #as !is passenger.
c.
!as a c!oice against #!om !e #ants to ma"e !is claim.
d.
+one of t!e above.
d.
;. #!ile driving !is To&ota Altis tried to cross t!e rail#a& tract of P!ilippine (333 line unread te3t 333) approac!ed Blumentritt Avenida 3t. applied its !orn as a #arning to all t!e ve!icles t!at mig!t be crossing t!e rail#a& tract but t!ere #as reall& nobod& manning t!e crossing. #as listening to !is lpod touc! !ence !e did not !ear t!e sound of t!e !orn of t!e train and so !is car #as !it b& t!e train. As a result of t!e accident suffered some in8uries and !is car #as totall& destro&ed as a result of t!e impact. 2s P+ liable a.
P+ is not liable because s!ould !ave "no#n t!at !e #as crossing a place designated as crossing for train and t!erefore s!ould !ave been more careful.
b.
P+ is liable because ailroad companies o#e to t!e public a dut& of e3ercising a reasonable degree of care to avoid in8ur& to person and propert& at railroad crossings #!ic! means a flagman or a #atc!man s!ould !ave been posted to #arn t!e public at all times.
c.
P+ is not liable because it ble# its !orn #!en it #as about to cross t!e rail#a& along Blumentritt Avenida 3t.
d.
P+ is not liable because #as negligent for listening to !is lpod touc! #!ile driving.
5?. insured t!e building s!e o#ns #it! t#o () insurance companies for t!e same amount. 2n case of damage a.
can not claim from an& of t!e t#o () insurers because #it! t!e double insurance t!e insurance coverage becomes automaticall& void.
b.
t!e t#o () insurers #ill be solidaril& liable to t!e e3tent of t!e loss.
c.
t!e t#o () insurers proportionatel& liable.
#ill
d.
can c!oose #!o !e #ants to claim against.
be
;0. %!en insured !is building indicated in t!e application t!at it is a residential building but actuall& t!e building #as being used as a #are!ouse for some !a9ardous materials. %!at is t!e effect on t!e insurance polic& i f an& a.
T!e insurance polic& can be cancelled because of t!e c!ange in t!e use.
b.
T!e insurance polic& #ill automaticall& be c!anged.
c.
T!e insurance polic& need not be c!anged.
d.
T!e insurance polic& is fi3ed regardless of t!e c!ange in t!e use.
;5. T!e AAA Bus ,ompan& pic"s up passengers along 'SA. t!e conductor #!ile on board t!e bus dre# !is gun and randoml& s!ot t!e passengers inside. As a result a passenger #as s!ot and died instantl&. 2s AAA Bus ,ompan& liable a.
T!e bus compan& is not liable for as long as t!e bus compan& can s!o# t!at #!en t!e& !ired t!e& did t!e rig!t selection process.
b.
T!e bus compan& cannot be !eld liable because #!at did is not part of !is responsrbilit&.
c.
T!e bus compan & is liable because common carriers are liable for t!e negligence or #illful act of its emplo&ees even t!oug! t!e& acted be&ond t!e scope of t!eir responsibilit&.
d.
T!e bus compan& is not liable because t!ere is no #a& t!at t!e bus compan& can anticipate t!e act of .
;1. o#ned a !ouse and lot. insured t!e !ouse. T!e !ouse got burned. T!en !e sold t!e partiall& burnt !ouse and t!e lot to . %!ic! statement is most accurate a.
is not an&more entitled to t!e proceeds of t!e insurance polic& because !e alread& sold t!e partiall& burnt !ouse and lot.
b.
is still entitled to t!e proceeds of t!e
#ill be t!e one entitled to t!e proceeds because !e no# o#ns t!e partiall& burnt !ouse and lot.
;;. is a trader of sc!ool supplies in ,alapan
a.
b.
t!e o#ner of t!e vessel is not liable because no bill of lading #as issued to !ence no contract of carriage #as perfected.
a.
as t!e o#ner is e3empt from liabilit& because !e #as not t!e one driving.
b.
it is possible to !ave a contract of carriage of cargo even #it!out a bill of lading and t!e 7s!ipping receipt7 #ould be sufficient.
as t!e o#ner is e3empt from liabilit& because precisel& t!e arrangement is one under t!e 7boundar& s&stem7.
c.
#ill not be e3empt from liabilit & because !e remains to be t!e registered o#ner and t!e boundar& s&stem #ill not allo# t!e circumvention of t!e la# to avoid liabilit&.
d.
is t!e onl& one liable because !e drove rec"lessl&.
c.
t!e onl& acceptable document of title is a Bill of Lading.
d.
+one of t!e above.
;/. too" P!ilippine Airlines Elig!t P 10 to Los Angeles @SA. S!e !ad t#o () luggage c!ec"ed-in and #as issued t#o () baggage c!ec"s. %!en reac!ed Los Angeles one (1) of t!e t#o () c!ec"ed in luggage could not be found. %!ic! statement is most accurate a.
PAL is liable for t!e loss of t!e c!ec"edin luggage under t!e provisions of t!e %arsa# ,onvention on Air Transport.
b.
PAL is liable for t!e loss onl& if t!e baggage c!ec" e3pressl& states t!at t!e airline s!all be liable in case of loss.
c.
d.
PAL cannot be !eld liable because t!at is t!e ris" t!at a passenger ta"es #!en s!e c!ec"s- in !er baggage. PAL can onl& be !eld liable if it can be proven t!at PAL #as negligent.
;=. o#ns a passenger 8eepne& covered b& ,ertificate of Public ,onvenience. He allo#ed to use its ,ertificate of ,onvenience for a consideration. t!erefore #as operating t!e passenger 8eepne& under t!e same ,ertificate of Public ,onvenience (abit S&stem) under t!e name of . T!e passenger 8eepne& met an accident. %!o #ill be liable a.
b.
t!e one actuall& operating t!e 8eepne& #ill be liable to t!e in8ured part&. #ill be t!e one liable to t!e in8ured part& despite t!e fact t!at it is #!o is actuall& operating t!e 8eepne& because #!ile t!e abit S&stem is tolerated t!e public s!ould not be inconvenienced b& t!e arrangement.
c.
#ill not be !eld liable if !e can prove t!at !e is not t!e o#ner an&more.
d.
Public Polic& dictates t!at t!e real o#ner even not t!e registered one #ill be !eld liable.
;>. o#ns a fleet of ta3icabs. He operates it t!roug!
;. T!e Articles of 2ncorporation of AAA ,orporation #as approved b& t!e Securities and 3c!ange ,ommission (S,). After t!e receipt of t!e ,ertificate of Approval from t!e S, AAA ,orporation decided to immediatel& start t!e operation of its business despite t!e fact t!at it !as no approved B&-La#s. %!at is t!e legal status of t!e AAA ,orporation a.
A de 8ure corporationK
b.
A de facto corporationK
c.
A corporation b& estoppelK
d.
An unregistered corporation.
;?. t!e President of DDD ,orporation #as aut!ori9ed b& t!e Board of 'irectors of DDD ,orporation to obtain a loan from Ban" and to sign documents in be!alf of t!e corporation. personall& negotiated for t!e loan and got tile loan at ver& lo# interest rates. @pon maturit& of t!e loan DDD ,orporation #as unable to pa&. %!ic! statement is most accurate a.
Because #as personall& acting in be!alf of t!e ,orporation !e can be !eld personall& liable.
b.
as President cannot be personall& !eld liable for t!e obligation of t!e corporation even t!oug! !e signed all t!e loan documents because t!e loan #as aut!ori9ed b& t!e Board.
c.
Ban" can c!oose as to #!o it #ants to !old liable for t!e loan.
d.
2f DDD ,orporation cannot pa& can be !eld subsidiarit& liable.
/0. o#ns ??J of t!e capital stoc" of SSS ,orporation. also o#ns ??J of TTT ,orporation. SSS ,orporation obtained a loan from $% Ban".
c.
d.
SSS ,orporation and TTT ,orporation alt!oug! bot! are o#ned b& are t#o () distinct corporations #it! separate 8uridical personalities !ence t!e TTT ,orporation cannot automaticall& be !eld liable for t!e loan of SSS ,orporation. T!e principle of piercing t!e veil of corporate fiction can be applied in t!is case.
/1. A corporation generall& can issue bot! par value stoc" and no par value stoc". T!ese are all fi3ed in t!e Articles of 2ncorporation of t!e corporation. %!ic! of t!e follo#ing corporations ma& not be allo#ed to issue no par value s!ares a.
2nsurance companiesK
b.
Ban"sK
c.
Trust companiesK
d.
All of t!e above.
/. Eat!er an American priest #!o came from +e# or" registered t!e 'iocese of Bacolod of t!e oman ,at!olic ,!urc! #!ic! #as incorporated as a corporation sole. T!ere #ere &ears #!en t!e !ead of t!e 'iocese #as a Eilipino but t!ere #ere more &ears #!en t!e !eads #ere foreigners. Toda& t!e !ead is an American again. donated a piece of land located in Bacolod ,it& for use as a sc!ool. %!ic! statement is most accurate a.
b.
c.
d.
,orporate Secretar& of t!e corporation refused. %as t!e ,orporate Secretar& correct a.
T!e ,orporate Secretar& is correct because t!e ,orporation ,ode provides t!at no certificate of stoc" s!all be issued to a subscriber until t!e s!ares as subscribed !ave been full& paid.
b.
T!e ,orporate Secretar& cannot refuse because a Stoc" ,ertificate can be issued corresponding to t!e percentage of s!ares #!ic! #ere paid.
c.
T!e ,orporate Secretar& cannot refuse because a ,ertificate of Stoc" can be issued provided it is indicated in t!e ,ertificate t!e actual percentage of #!at !as been paid.
d.
T!e ,orporate Secretar& cannot refuse because it is !is legal dut& to issue a stoc" certificate corresponding to t!e number of s!ares actuall& subscribed regardless of t!e actual pa&ment.
//. ,orporation and ,orporation !ave agreed to be merged into one corporation. To facilitate t!e merger bot! corporations agreed t!at t!e merger be made effective on Ma& 5101. T!e Securities and 3c!ange ,ommission (S,) approved t!e Articles of Merger on Cune 50 01. %!ic! statement is most accurate a.
T!e egister of 'eeds of Bacolod ,it& can refuse to register and transfer t!e title because t!e present !ead of t!e corporation sole is not a Eilipino.
T!e effective date of t!e merger is Ma& 51 01 t!e date stipulated b& t!e parties as t!e effective date.
b.
T!e nationalit& of a corporation sole depends upon t!e nationalit& of t!e !ead at an& given time.
T!e effective date of t!e merger is al#a&s t!e date of t!e approval of t!e Articles of Merger b& t!e S,.
c.
A corporation sole regardless of t!e nationalit& of t!e !ead can ac:uire real propert& eit!er b& sale or donation.
T!e effective date of t!e merger #ould be t!e date approved b& t!e Board of 'irectors and t!e stoc"!olders.
d.
T!e stoc"!olders and t!e Board of 'irectors can set t!e effective date of t!e merger an&time after t!e approval of t!e S,.
A corporation sole is not legall& allo#ed to o#n real propert&.
/5. T!e number of t!e Board of Trustees of a nonstoc" non-profit educational institution s!ould be ---
/=. AAA ,orporation is a #!oll& o#ned subsidiar& of BBB ,orporation. To support t!e business of AAA ,orporation BBB ,orporation agreed to give its corporate guarantee to t!e loan of AAA ,orporation. %!at is re:uired so t!at t!e corporate guarantee #ill be valid
a.
five (/) onl &
b.
an& number for as long as it is not less t!an five (/) and no more t!an eleven (11)
a.
2t onl& re:uires t!e approval of t!e Board of 'irectors of BBB ,orporation.
c.
an& number in multiples of five (/) for as long as it is not less t!an five (/) and no
b.
T!e Articles of 2ncorporation must provide suc! po#er and be approved b&
/>. T!e capital stoc" of AB, ,orporation is divided into common s!ares and preferred s!ares. Preferred s!ares are preferred as to dividends and common s!ares are t!ose s!ares #!ic! !ave t!e regular and ordinar& attributes of a s!are of a corporation. %!ic! statement is most accurate a.
b.
T!is "ind of classification ma& not be allo#ed or else it #ill violate t!e 'octrine of :ualit& of s!ares. ,lassifications of s!ares ma& be allo#ed for as long as it is clearl& stated as suc! in t!e Articles of 2ncorporation of t!e ,orporation.
=0. Sout! ,!ina Airlines is a foreign airline compan&. Sout! ,!ina Airlines tic"ets are sold in t!e P!ilippines t!oug! P!ilippine Airlines as t!eir general agent. Sout! ,!ina Airlines is not registered to do business as suc! #it! t!e P!ilippine Securities and 3c!ange ,ommission. %!ic! statement is most accurate a.
Alt!oug! unlicensed to do business in t!e P!ilippines Sout! ,!ina Airlines can sue before t!e P!ilippine ,ourts and can also be sued.
b.
Sout! ,!ina Airlines can sue but cannot be sued.
c.
,lassifications of s!ares is mainl& for business purpose to attract investors.
c.
Sout! ,!ina Airlines cannot sue and cannot be sued also.
d.
,lassifications of s!ares ma& be allo#ed #it! t!e approval of t!e stoc"!olders and t!e Board of 'irectors.
d.
Sout! ,!ina Airlines can be sued in P!ilippine ,ourts but cannot sue.
/. AB, ,orporation declared stoc" dividends to its stoc"!olders. T!e stoc" dividends #ere approved b& t!e Board of 'irectors of AB, ,orporation. 2n t!e subse:uent &ear !o#ever t!e Board again approved t!e redemption of all stoc" dividends and to pa& t!e s!are!oldings in cas!. %!ic! statement is most accurate
a.
T!e redemption of stoc" dividends ma& onl& be allo#ed if t!ere are sufficient earnings and s!ould not be violative of t!e trust fund doctrine.
T!e e3isting s!are!olders can subscribe to t!e ne# s!ares e:uivalent to t!eir e3isting s!are!oldings because t!e ,orporation ,ode provides t!at eac! of t!e e3isting stoc"!olders #ill !ave preemptive rig!ts to t!e e3tent of t!eir e3isting s!are!oldings.
b.
T!e redemption of t!e s!ares ma& be ta"en from t!e e3isting propert& and ot!er assets of t!e corporation.
T!e e3isting s!are!olders* preemptive rig!ts is e:uivalent to t!e percentage t!at t!e& #ant.
c.
ac! of t!e e3isting s!are!older can e3ercise t!eir rig!t of first refusal against eac! ot!er.
d.
Preemptive rig!ts and rig!t of first refusal are one and t!e same.
a.
T!e redemption of t!e stoc" dividends can be validl& approved b& t!e Board #it!out an& conditions.
b.
c.
d.
+one of t!e above.
/?. sold all !is s!ares in AAA Hotel ,orporation to . o#ns ??J of AAA Hotel ,orporation. As t!e ne# o#ner #anted a reorgani9ation of t!e !otel #!ic! is to include primaril& t!e separation of all e3isting emplo&ees and t!e !iring of ne# emplo&ees. %!ic! statement is most accurate a.
b.
=1. So t!at AB, ,orporation could venture into more pro8ects it needed to raise funds b& issuing ne# s!ares to increase its capitali9ation. D C and F are t!e five e3isting s!are!olders of t!e compan&. T!e& !old 0J eac!. Ho# #ill t!e additional s!ares be divided among t!e e3isting s!are!olders
%it! t!e c!ange in o#ners!ip in effect t!ere is a ne# 8uridical entit& and t!erefore all emplo&ees are considered separated. 'espite t!e c!ange in s!are!older t!ere is actuall& no c!ange in t!e 8uridical entit& and t!erefore e3isting emplo&ees can not automaticall& be considered separated.
=. 2f AB, ,orporation #ill increase its aut!ori9ed capital stoc" t!e ,orporation ,ode re:uires a.
t!e approval of t!e ma8orit& of t!e Board of 'irectors onl&.
b.
t!e approval of t!e ma8orit& of t!e stoc"!olders and t!e Board of 'irectors.
c.
t!e approval of G5 of t!e s!are!olders of t!e outstanding capital stoc" as #ell as t!e approval of t!e Securities and 3c!ange ,ommission.
,orporation !ence as a stoc"!older and in be!alf of t!e ot!er stoc"!olders !e #anted to sue . %!ic! statement is most accurate a.
can institute a derivative suit in be!alf of !imself as a stoc"!older.
b.
A derivative suit must be instituted in be!alf of t!e corporation.
c.
'erivative suit is an e3clusive remed& t!at can institute.
d.
'erivative suit is not t!e remed& in t!is situation.
=;. T!e term FFF ,orporation in accordance #it! its Articles of 2ncorporation ended last Canuar& 50 01. T!e term #as not e3tended. %!at #ill !appen to t!e corporation a.
T!e corporation is dissolved ipso facto.
b.
T!ere is a need to pass a board resolution to formall& dissolve t!e corporation.
c.
T!e Board of 'irectors must pass a resolution for t!e corporation to formall& go into li:uidation.
d.
T!e stoc"!olders must pass a resolution to dissolve t!e corporation.
=/. T!e term of one (1) &ear of t!e Board of 'irectors of AAA ,orporation e3pired last Eebruar& 1/ 01. +o ne# election of t!e Board of 'irectors #as called !ence t!e e3isting members of Board continue as 'irectors in !old over capacit&. %!ic! statement is most accurate
c.
T!is can be a ground for suspension onl&.
d.
T!is #ill result in automatic revocation of its license to do business in t!e P!ilippines.
=>. T!e B&-la#s of AB, ,orporation is silent as to #!en a stoc"!older can be :ualified to attend t!e meeting of t!e stoc"!olders. T!e ,orporate Secretar& sent out t!e notice of t!e stoc"!olders meeting t#o () da&s before t!e meeting and at t!at time #as not &et a stoc"!older.
is a stoc"!older of AB, ,orporation as of t!e time of meeting of t!e stoc"!olders for t!e purpose of electing t!e members of t!e board.
b.
is not :ualified to elect members of t!e board because at t!e time t!e notice of t!e meeting #as sent s!e #as not &et a stoc"!older.
c.
Iualifications as to #!o are considered as stoc"!olders on record for purposes of being able to elect members of t!e board are to be determined b& t!e B&-la#s alone.
d.
+one of t!e above.
=. #!o is t!e 3ecutive $ice President of AB, ,orporation a listed compan& can be !eld liable or guilt& of insider trading if !e a.
boug!t s!ares of AB, ,orporation #!en it #as planning to ac:uire anot!er compan& to improve its asset base t!e ne#s of #!ic! increased t!e price of t!e s!ares in t!e Stoc" 3c!ange.
b.
boug!t s!ares of , ,orporation a sister compan& of AB, ,orporation #!en !e learned t!at , ,orporation #as about to also list its s!are in t!e P!ilippine Stoc" 3c!ange.
a.
T!is is allo#ed provided t!ere is a valid and 8ustifiable reason for not calling for an election of t!e ne# members of t!e Board.
b.
T!is is not allo#ed because t!e term of t!e directors must onl& be for one (1) &ear.
c.
T!e positions of t!e members of t!e Board of 'irectors #ill be automaticall& declared vacant.
c.
Acting as members of t!e Board of 'irectors in a !old over capacit& must be ratified b& t!e stoc"!olders.
boug!t s!ares of DDD ,orporation #!en !e learned t!at AB, ,orporation #ould ac:uire DDD ,orporation.
d.
All of t!e above.
d.
==. AAA ,orporation is a foreign corporation t!at #ants to operate a representative office !ere in t!e P!ilippines. As re:uired b& t!e ,orporation ,ode t!ere is a need to appoint a esident Agent as a condition precedent to t!e issuance of a license to transact business in t!e P!ilippines. After t#o () &ears AAA ,orporation removed its esident
=?. T!e purpose of t!e 7Tender
ensure an even pla&ing field for all s!are!olders of a compan& in terms of opportunit& to sell t!eir s!are!oldings.
b.
ensure t!at minorit& s!are!olders in a
d.
All of t!e above.
>0. Section 5 of T!e Securities egulation ,ode defines an independent director as a person #!o must not !ave a relation #it! t!e corporation #!ic! #ould interfere #it! !is e3ercise of independent 8udgment in carr&ing out t!e responsibilities of a director. To ensure independence t!erefore !e must be -
>;. D ,orporation is engaged in lending funds to small vendors in various public mar"ets. To fund t!e lending D ,orporation raised funds t!roug! borro#ings from friends and investors. %!ic! statement is most accurate a.
D ,orporation is a ban".
b.
D ,orporation is a :uasi-ban".
a.
nominated and elected b& t!e entire s!are!oldersK
c.
D ,orporation ,ompan&.
b.
nominated and elected b& t!e minorit& s!are!oldersK
d.
D is none of t!e above.
c.
nominated and elected b& t!e ma8orit& s!are!oldersK
d.
appointed b& t!e Board.
>1. 7Securities7 issued to t!e public are re:uired b& la# to be registered #it! t!e Bang"o Sentral ng PilipinasK
a.
1/K
b.
t!e P!ilippine Stoc" 3c!angeK
b.
K
c.
t!e Securities and 3c!ange ,ommissionK
c.
1K
d.
t!e Securities and 3c!ange ,ommission and t!e P!ilippine Stoc" 3c!ange.
d.
11.
a.
T!e P!ilippine ,orporationK
'eposit
T!e Bang"o Sentral ng PilipinasK
c.
T!e Anti-Mone& Laundering ,ouncilK
d.
T!e Securities ,ommission.
and
a.
T!e !ousing loan of re:uires a guarantor from somebod& #!o is not connected #it! t!e ban".
b.
T!e !ousing loan of re:uires t!e approval of t!e Board of 'irectors of t!e ban".
c.
T!e !ousing loan of being a benefit for emplo&ees does not re:uire (a) but #ill re:uire (b).
d.
T!e !ousing loan of being a benefit for emplo&ees #ill not re:uire (a) and (b).
3c!ange
>5. maintains a savings deposit in t!e amount of P!pO1 Million #it! AB, Ban" ,orporation. also !as obtained a loan from AB, Ban" ,orporation in t!e amount of P!p1 Million. 2n case of default a.
AB, Ban" can set-off t!e loan from t!e savings account being maintained b& #it! AB, Ban".
b.
Set-off is not possible because legal compensation is not allo#ed in ban"ing transaction.
2nvestment
>=. All senior officers of AB, Ban" are entitled to obtain a !ousing loan. is an 3ecutive $ice President for
2nsurance
b.
an
>/. Ban" ,orporation and DDD ,orporation #ere merged into DD Ban" ,orporation. So as not to create an& unnecessar& conflict all t!e former directors of bot! ban"s #anted to be appointed Gelected as members of t!e Board of 'irectors of t!e merged ban". ac! ban" used to !ave eleven (11) members of t!e board. T!e ma3imum number of directors of t!e merged ban" is -
a.
>. T!e government agenc& granted #it! t!e po#er of supervision and e3amination over ban"s and non ban" financial institutions performing :uasi ban"ing functions to ensure t!at t!e conduct of its business is on a sound financial basis t!at #ill provide continued solvenc& and li:uidit& is -
is
>>. AB, Holdings ,ompan& a Hong ong compan& o#ns 10J of D Ban". Because of t!e peace and order situation in t!e P!ilippines AB, Holding ,ompan& #anted to sell its s!are!oldings in D Ban". @nfortunatel& nobod& is interested to bu& a 1 0J s!are!oldings in a ban". T!e board of directors of D Ban" t!oug!t t!at it #ould be a good idea to bu& bac" t!e s!ares o#ned b& AB, Holding ,ompan&. %!ic! statement is most
c.
Bu&ing bac" t!e s!ares ma& be allo#ed provided suc! s!ares *#ill be disposed of #it!in ten (1 0) &ears.
d.
Bu&ing bac" t!e s!ares ma& be done an&time provided t!e Board of 'irectors #ill approve t!e same.
>. is being c!arged for violation of Anti-Fraft and ,orrupt Practices because !e is suspected of !aving accumulated une3plained #ealt!. maintains deposit accounts #it! AB, Ban". T!e
es because t!ere is alread& a pending case and provided t!e subpoena must be specific as to #!ic! account.
b.
es it is enoug! t!at t!e specific ban" is identified.
c.
+o because t!e issuance of t!e subpoena !as no real legal basis.
d.
ven #it!out a subpoena information about t!e deposit accounts of can be submitted to t!e Sandiganba&an because it #ill be used in a pending case.
>?. a private individual maintains a dollar deposit #it! AB, Ban". is suspected to be t!e leader of a idnap for ansom Fang and !e is suspected of depositing all ransom mone& in said deposit account #!ic! are all in @S 'ollars. T!e police #ant to open said account to "no# if t!ere are reall& deposits in big amounts. %!ic! statement is most accurate a.
T!e same rules under Secrec& of Ban" 'eposit Act #ill appl&.
b.
An approval from t!e Monetar& Board is necessar& to open t!e account.
c.
can claim a total of P!p>/0000 from all t!e t!ree (5) accounts.
d.
cannot claim an&t!ing from an& of t!e deposit accounts.
1. T!e Ban" Secrec& La# (A 1;0/) pro!ibits disclosing an& information about deposit records of an individual #it!out court order e3cept a.
in an e3amination to determine gross estate of a decedent.
b.
in an investigation for violation of AntiFraft and ,orrupt Practices.
c.
in an investigation b& t!e
d.
in an impeac!ment proceeding.
. #or"s as a researc! computer engineer #it! t!e 2nstitute of ,omputer Tec!nolog& a government agenc&. %!en not bus& #it! !is #or" but during office !ours !e developed a soft#are program for la# firms t!at #ill allo# efficient monitoring of t!e cases #!ic! soft#are program is not at all related to !is #or". Assuming t!e program is patentable #!o !as t!e rig!t over t!e patent a.
3K
b.
2nstitute of ,omputer Tec!nolog&K
c.
+eit!er nor t!e 2nstitute of ,omputer Tec!nolog& can claim patent rig!t over t!e inventionK
d.
and t!e emplo&er of #ill 8ointl& !ave t!e rig!ts over t!e patent.
5. T!e 7test of dominanc&7 in t!e La# on Trademar"s is a #a& to determine #!et!er t!ere e3ists an infringement of a trademar" b& a.
determining if t!e use of t!e mar" !as been dominant in t!e mar"et.
b.
focusing on t!e similarit& of t!e prevalent features of t!e competing mar"s #!ic! mig!t create confusion.
Approval from t!e ,ourt is necessar& to order disclosure of t!e account.
c.
loo"ing at t!e mar" #!et!er t!e& are similar in si9e form or color.
0. is a depositor of AAA Ban". S!e !as t!ree (5) deposit accounts all under !er name.
d.
loo"ing at t!e mar" #!et!er t!ere is one specific feature t!at is dominant.
c.
d.
Because t!e deposit is in @S 'ollars it is covered b& t!e Eoreign ,urrenc& 'eposit Act #!ic! allo#s disclosure onl& upon t!e #ritten persmission of t!e depositor.
;. *s painting of Madonna and ,!ild #as used b& !er mot!er to print some personali9ed gift #rapper. As part of !er mot!er*s efforts to raise funds for Banta& Bata t!e mot!er of sold t!e #rapper to friends. an entrepeneur li"ed t!e painting in t!e
c.
%or"s of art need to be cop&rig!ted also to get protection under t!e la#.
d.
can use t!e dra#ing even t!oug! not cop&rig!ted because it is alread& a public propert& !aving been publis!ed alread&.
/. ,ompulsor& Licensing of 2nventions #!ic! are dul& patented ma& be dispensed #it! or #ill be allo#ed e3ploitation even #it!out agreement of t!e patent o#ner under certain circumstances li"e national emergenc& for reason of public interest li"e national securit& etc. T!e person #!o can grant suc! aut!orit& is a.
t!e 'irector Feneral of t!e 2ntellectual Propert&
b.
t!e 'irector of Legal Affairs of t!e 2ntellectual Propert&
c.
t!e o#ner of t!e Patent rig!tK
d.
an& agent of t!e o#ner of t!e Patent rig!t.
=. T!e Eair @se 'octrine allo#s ot!ers to utili9e cop&rig!ted #or"s under certain conditions. T!e factors to consider #!et!er use is fair or not #ould be t!e purpose and c!aracter of t!e use nature of t!e cop&rig!ted #or" amount and substantialit& of t!e portions used and #!at else a.
effect of t!e use upon t!e creator of t!e #or".
b.
effect of t!e use upon t!e potential mar"et of t!e #or".
c.
effect of t!e use upon t!e public in general.
d.
effect of t!e use upon t!e class in #!ic! t!e creator belongs.
?. %!ic! p!rase best completes t!e statement - T!e 'eed of ,!attel mortgage if not registered #it! t!e egister of 'eeds #!ere debtor resides6 a.
is not valid !ence not binding bet#een t!e mortgagor and t!e mortgageeK
b.
is binding bet#een t!e mortgagor and t!e mortgagee but #ill not affect t!ird part&K
c.
to be valid bet#een t!e mortgagor and t!e mortgagee it must be coupled #it! t!e deliver& of t!e sub8ect matter of t!e c!attel mortgageK
d.
is as if a non-e3istent c!attel mortgage.
?0. %!ic! p!rase best completes t!e statement - To bind t!ird parties a c!attel mortgage of s!ares of stoc" must be registered6 a.
#it! t!e egister of 'eeds #!ere t!e debtor residesK
b.
#it! t!e egister of 'eeds #!ere t!e principal office of t!e corporation isK
c.
in t!e Stoc" and Transfer Boo" of t!e corporation #it! t!e ,orporate Secretar&K
d.
#it! t!e egister of 'eeds #!ere t!e debtor resides and t!e principal office of t!e corporation.
?1. %!ic! p!rase best completes t!e statement - T!e affidavit of good fait! in a 'eed of ,!attel Mortgage is6 a.
an oat! #!ere t!e parties s#ear t!at t!e mortgage is made for t!e purpose of securing t!e obligations specified and t!at t!e obligation is 8ust and validK
b.
an affidavit t!e absence of #!ic! #ill vitiate t!e mortgage bet#een t!e partiesK
c.
necessar& onl & if t!e c!attel mortgaged are gro#ing cropsK
d.
a certification from t!e mortgagor t!at !e is t!e mortgagor of t!e c!attel.
>. %!ic! p!rase best completes t!e statement - A c!attel mortgage can be constituted to secure6 a.
obligations bot! past and futureK
b.
obligations e3isting at t!e time t!e mortgage is constitutedK
c.
future obligations onl&K
d.
past obligations onl&.
. %!ic! p!rase best completes t!e statement - A c!attel mortgage can cover6 a.
onl& propert& described in t!e deed #it!out e3ceptionK
being
?. defaulted in !is loan #it! . instituted e3tra 8udicial foreclosure of t!e propert& sub8ect of a real estate mortgage t!at secured t!e loan. !as one &ear #it!in #!ic! to redeem t!e propert&. After t!e foreclosure filed an action :uestioning t!e validit& of t!e e3tra- 8udicial foreclosure sale. %!ic! statement is most accurate a.
T!e one (1) &ear period #it!in #!ic! to redeem #ill be interrupted b& t!e filing of
d.
2f t!e action #!ic! :uestions t!e validit& of t!e foreclosure prospers t!e period #ill be interrupted.
a.
+o because !andling c!arges and ot!er fees are usual in certain ban"ing transactions.
?5. %!at is t!e effect if t!e. proceeds in an e3tra 8udicial foreclosure sale is not sufficient to pa& for t!e obligation
b.
es because AB, Ban" is re:uired to provide D ,orporation not onl& t!e amount of t!e mont!l& installments but also t!e details of t!e finance c!arges as re:uired b& t!e Trut! in Lending Act.
c.
+o because t!e Einance Agreement is a valid document to establis! t!e e3istence of t!e obligation.
d.
es because legall& finance c!arges are never allo#ed in an& ban"ing transaction.
a.
b.
c.
d.
t!e mortgagee can claim for deficienc& 8udgment from t!e debtor. t!e mortgagee can claim for deficienc& 8udgment from t!e mortgagor even t!oug! it is a t!ird part& mortgage. t!e mortgagee !as no more recourse or claim against t!e debtor. t!e mortgagee cannot claim for deficienc& 8udgment from t!e debtor because its an e3tra8udicial foreclosure.
?;. mortgaged !er residential !ouse and lot in favor of AB, Ban". defaulted in !er loan and so t!e ban" foreclosed t!e real estate mortgage on t!e residential !ouse. t!en boug!t t!e residential !ouse and lot before t!e e3piration of t!e redemption period. ,an no# ta"e possession of t!e propert& a.
+o because it is still covered b& t!e redemption period and t!e purc!aser is not &et entitled as a matter of rig!t to ta"e possession of t!e propert&.
b.
es t!e purc!aser is no# entitled to t!e possession of t!e !ouse.
c.
+o because t!ere is a need to tal" to to leave t!e !ouse.
d.
+o because #as not t!e one #!o foreclosed t!e mortgage on t!e propert&.
?/. %!ic! p!rase best completes t!e statement - %!en a debt is secured b& a real estate mortgage upon default of t!e debtor6 a.
t!e onl& remed& of t!e creditor is to foreclose t!e real estate mortgageK
b.
anot!er remed& is filing an action for collection and t!en foreclose if collection is not enoug!K
c.
d.
t!e creditor can foreclose t!e mortgage and demand collection for an& deficienc&K +one of t!e above.
?=. D ,orporation boug!t ten (1 0) units of Honda ,ivic from ,,, ,orporation. AB, Ban" granted a
?>. %!ic! of t!e follo#ing is an e3ception to t!e secrec& of ban" deposits #!ic! are in P!ilippine Pesos but +
@pon Bang"o Sentral ng Pilipinas (SSP) in:uir& into or e3amination of deposits or investments #it! an& ban" #!en t!e in:uir& or e3amination is made in t!e course of t!e SSP*s periodic special e3amination of said ban" to ensure compliance #it! t!e Anti-Mone& Laundering Act (AMLA)K
b.
@pon P!ilippine 'eposit 2nsurance ,orporation (P'2,) and SSP in:uir& into and e3amination of deposit accounts in case t!ere is a finding of unsafe or unsound ban"ing practiceK
c.
@pon in:uir& in cases of impeac!mentK
d.
@pon in:uir& b& t!e ,ommissioner of 2nternal evenue in t!e event a ta3pa&er files an application to compromise !is ta3 liabilities on t!e ground of financial incapacit&.
?. T!e Anti-Mone& Laundering La# is a la# t!at see"s to prevent mone& laundering activities b& providing for more transparenc& in t!e P!ilippine Einancial S &stem !ence t!e follo#ing institutions are covered b& t!e la# e3cept6 a.
ban" and an& financial institutionsK
b.
pa#ns!opsK
c.
casino operatorsK
d.
All of t!e above.
??. Eor purposes of determining violation of t!e prov1s1ons of Anti-Mone& Laundering La# a transaction is considered as a 7Suspicious Transaction7 #it! 7,overed 2nstitutions7 regardless
b.
t!ere is no underl&ing legal or trade obligation purpose or economic 8ustificationK
c.
client is not properl& identifiedK
d.
All of t!e above.
100.T!e main feature of t!e Eoreign 2nvestment Act of 1??1 is to introduce t!e concept of 7+egative Lists7. @nder t!e said la# #!at is a 7+egative List7 a.
2t is a list of business activities or enterprises in t!e P!ilippines t!at foreigners are dis:ualified to engage in.
b.
2t is a list of business activities or enterprises in t!e P!ilippines t!at foreigners are :ualified to engage in.
c.
d.
2t is a list of business activities or enterprises t!at are open to foreign investments provided it is #it! t!e approval of t!e Board of 2nvestment. 2t is a list of business activities or enterprises t!at are open to foreign investments provided it is #it! t!e approval of t!e Securities and 3c!ange ,ommission.
sales ,,, ,ar 2nc. used t!e proceeds to bu& anot!er ten (10) units of BM% 5 series. a.
2s t!e action of ,,, ,ar 2nc. legall& 8ustified 3plain &our ans#er. (/J)
b.
%ill t!e corporate officers of ,,, ,ar 2nc. be !eld liable under t!e circumstances 3plain &our ans#er. (/J)
III
borro#ed mone& from in t!e amount of P!p1Million and as pa&ment issued a c!ec". t!en indorsed t!e c!ec" to !is sister D for no consideration. %!en D deposited t!e c!ec" to !er account t!e c!ec" #as dis!onored for insufficienc& of funds. a.
2s D a !older in due course 3plain &our ans#er. (/J)
b.
%!o is liable on t!e c!ec". T!e dra#er or t!e indorser 3plain &our ans#er. (/J)
I&
2ndicate and e3plain #!et!er t!e promissor& note is negotiable or non-negotiable. a.
2 promise to pa& A or bearer P!p100000.00 from m& in!eritance #!ic! 2 #ill get after t!e deat! of m& fat!er. (J)
b.
2 promise to pa& A or bearer P!p100000 plus t!e interest rate of ninet& (?0) da& treasur& bills. (J)
c.
2 promise to pa& A or bearer t!e sum of P!p100000 if A passes t!e 01 bar e3ams. (J)
d.
2 promise to pa& A or bearer t!e sum of P!p100.000 on or before 'ecember 50 01. (J)
e.
2 promise to pa& A or bearer t!e sum of P!p100000. (J)
! N"T#IN$ %"LL"S !
MERCANTILE LA
I
AB, ,ompan& filed a Petition for e!abilitation #it! t!e ,ourt. An
b.
,an , ,ompan& still be able to dra# on t!eir irrevocable Standb& Letter of ,redit #!en due 3plain &our ans#er. (/J)
&
borro#ed from ,,, Ban". S!e mortgaged !er !ouse and lot in favor of t!e ban". insured !er !ouse. Tt1e ban" also got t!e !ouse insured.
3plain t!e nature of Letters of ,redit as a financial devise. (/J)
II
,,, ,ar 2nc. obtained a loan from BBB Ban" #!ic! fund #as used to import ten (10) units of Mercedes Ben9 S class
&I
a.
2s t!is double insurance 3plain &our ans#er. (5J)
b.
2s t!is legall& valid 3plain &our ans#er. (5J)
c.
2n case of damage can and ,,, Ban" separatel& claim for t!e insurance proceeds (;J)
corporation (100J) Eilipino o#ned. S is a Eilipino 1= &ears of age arid t!e daug!ter of . a.
%!o can be incorporators subscribers (J)
%!o
can
b.
be
%!at is t!e meaning of a 7dragnet clause7 in a 'eed of eal state Mortgage @nder #!at circumstances #ill t!e 7dragnet clause7 be applicable ( /J)
I'
b.
%!at are t!e differences bet#een an incorporator and a subscriber if t!ere are an& (J)
c.
%!o are :ualified to become members of t!e board of directors of t!e corporation (J)
d.
%!o are :ualified to act as Treasurer of t!e compan& (J)
e.
%!o can be appointed ,orporate Secretar& (J)
A B , ' are all dul& elected members of t!e Board of 'irectors of D ,orporation. E t!e general manager entered into a suppl& contract #it! an American firm. T!e contract #as dul& approved b& t!e Board of 'irectors. Ho#ever #it! t!e "no#ledge and consent of E no deliveries #ere made to t!e American firm. As a result of t!e non-deliver& of t!e promised supplies t!e American firm incurred damages. T!e American firm #ould li"e to file a suit for damages. ,an t!e American firm sue6
&II
obtained a loan for P!p/0Million from SSS Ban". T!e collateral is !is vacation !ouse in Baguio ,it& under a real estate mortgage. needed more funds for !is business so !e again borro#ed anot!er P!p10Million t!is time from BBB Ban" anot!er ban" using t!e same collateral. T!e loan secured from SSS Ban" fell due and defaulted. a.
2f SSS Ban" forecloses t!e real estate mortgage #!at rig!ts if an& are left #it! Ban" as mo1igagee also (J)
b.
2f t!e value of t!e Baguio propert& is less t!an t!e amount of loan #!at #ould be t!e recourse of SSS Ban" BBB Ban" (J)
c.
2f t!e value of t!e propert& is more t!at t!e amount of t!e loan #!o #ill benefit from t!e e3cess value of t!e propert& (J)
d.
2f defaulted #it! its loan in favor of BBB Ban" but full& paid !is loan #it! SSS Ban" can BBB Ban" foreclose t!e real mortgage e3ecuted in its favor (J)
e.
'oes !ave an& legal remed& after t!e foreclosure in t!e event t!at later on !e !as t!e rnone& to pa& for t!e loan (1J)
f.
2f SSS Ban" and BBB Ban" abandon t!eir rig!ts under t!e real estate mortgage is t!ere an& legal recourse available to t!em (1J)
&III
obtained a P!p10Million loan from BBB Ban"ing ,orporation. T!e loan is secured b& eal state Mortgage on !is vacation !ouse in Taga&ta& ,it&. T!e original 'eed of eal state Mortgage for t!e P!p10Million #as dul& registered. T!e 'eed of eal state Mortgage also provides t!at 7T!e mortgagor also agrees t!at t!is mortgage #ill secure t!e pa&ment of additional loans or credit accommodations t!at ma& be granted b& t!e mortgagee ... 7 Subse:uentl& because !e needed more funds !e obtained
a.
T!e members of t!e Board of 'irectors individuall& because t!e& approved t!e transaction (J)
b.
T!e corporation (J)
c.
E t!e general manager personall& because t!e non-deliver& #as #it! !is "no#ledge and consent (J)
d.
3plain t!e rules on liabilities of a corporation for t!e act of its corporate officers and t!e liabilities of t!e corporate officers and Board of 'irectors of a corporation acting in be!alf of t!e corporation. (;J)
'
AAA ,orporation is a ban". T!e operations of AAA ,orporation as a ban" #as not doing #ell. So to avert an& ban" run AAA ,orporation #it! t!e approval of t!e Monetar& Board sold all its assets and liabilities to BBB Ban"ing ,orporation #!ic! includes all deposit accounts. 2n effect t!en BBB ,orporation #ill service all deposits of all depositors of AAA ,orporation. a.
%ill t!e sale of all assets and liabilities of AAA ,orporation to BBB Ban"ing ,orporation automaticall& dissolve or terminate t!e corporate e3istence of AAA ,orporation 3plain &our ans#er. (/J)
b.
%!at are t!e legal re:uirements in order t!at a corporation ma& be dissolved (/J)
! N"T#IN$ %"LL"S !
ud& is a fine arts student in a universit&. He sta&s in a boarding !ouse #it! Bernie as !is roommate. 'uring !is free time ud& #ould paint and leave !is finis!ed #or"s l&ing around t!e boarding !ouse.
201( BAR E'AMINATI"NS ESSA) Q*ESTI"NS
2. Antonio issued t!e follo#ing instrument6 August Ma"ati ,it&
10015
P100000.00 Si3t& da&s after date 2 promise to pa& Bobb& or !is designated .representative t!e sum of <+ H@+'' TH<@SA+' PS
ud& and t!e cafeteria operator immediatel& confronted Bernie. %!ile admitting t!at !e did not do t!e painting Bernie claimed o#ners!ip of its cop&rig!t since !e !ad alread& registered it in !is name #it! t!e +ational Librar& as provided in t!e 2ntellectual Propert& ,ode. %!o o#ns t!e cop&rig!t to t!e painting 3plain. (J) $. ou are a member of t!e legal staff of a la# firm doing corporate and securities #or" for ,oco Products 2nc. a compan& #it! uni:ue products derived from coconuts and #!ose s!ares are traded in t!e P!ilippine Stoc" 3c!ange. A partner in t!e la# firm Att&. Buene3ito to #!om &ou report is t!e ,orporate Secretar& of ,oco Products. ou !ave long been investing in ,oco Products stoc"s even before &ou became a la#&er. %!ile #or"ing #it! Att&. Buene3ito on anot!er file !e accidentall& gave &ou t!e ,oco Products file containing t!e compan&*s planned corporate financial re!abilitation. %!ile &ou "ne# &ou !ad t!e #rong file &our curiosit& prevailed and &ou bro#sed t!roug! t!e file before returning it. T!us &ou learned t!at a petition for financial re!abilitation is imminent as t!e compan& could no longer meet its obligations as t!e& fell due. Soon after &our mot!er is rus!ed to t!e !ospital for an emergenc& operation and &ou !ave to raise mone& for !er !ospital bills. An immediate option for &ou is to sell &our ,oco Products s!ares. T!e sale #ould be ver& timel& because t!e price of t!e compan&*s stoc"s are still !ig!.
%as t!e insurance compan& correct (J) 222. Erom !is first term in 00> ,ongressman Abner !as been endorsing !is por" barrel allocations to T#in ivers in e3c!ange for a commission of ;0J of t!e face value of t!e allocation. T#in ivers is a non-governmental organi9ation #!ose supporting papers after audit #ere found b& t!e ,ommission on Audit to be fictitious.
%ould &ou sell t!e s!ares to raise t!e needed funds for &our mot!er*s !ospitali9ation Ta"e into account legal (/J) and et!ical (5J) considerations. (J total points) $2. 'elano ,ru9 is in default in t!e pa&ment of !is e3isting loan from B'P Ban". To e3tend and restructure t!is loan 'elano agreed to e3ecute a trust receipt in t!e ban"*s favor covering t!e iron pellets 'elano imported from ,!ina one &ear earlier. 'elano subse:uentl& succeeded in selling t!e iron pellets to a smelting plant but t!e proceeds #ent to t!e pa&ment of t!e separation benefits of !is emplo&ees #!o #ere laid off as !e reduced !is operations. %!en t!e e3tended loan period e3pired #it!out an& significant pa&ment from 'elano (not even to t!e e3tent of t!e proceeds of t!e sale of t!e iron pellets)B'P Ban" consulted &ou on !o# to proceed against 'elano. T!e ban"
Stable 2nsurance ,o. (S2,) and St. Peter Manufacturing ,o. (SPM,) !ave !ad a long-standing insurance relations!ip #it! eac! ot!erK SPM, secures t!e compre!ensive fire insurance on its plant and facilities from S2,. T!e standing business practice bet#een t!em !as been to allo# SPM, a credit period of ?0 da&s from t!e rene#al of t!e polic& #it!in #!ic! to pa& t!e premium.
deplo&ed. T!e main pilot on t!e ot!er !and !ad a ver& !ig! level of blood alco!ol at t!e time of t!e cras!. ou are part of t!e team t!at t!e victims !ired to !andle t!e case for t!em as a group. 2n &our case conference t!e follo#ing :uestions came up6 (A) 3plain t!e causes of action legall& possible under t!e given facts against t!e airline and t!e pilotsK #!om #ill &ou specificall& implead in t!ese causes of action (/J)
Soon after t!e ne# polic& #as issued and before premium pa&ments could be made a fire gutted t!e covered plant and facilities to t!e ground. T!e da& after t!e fire SPM, issued a manager*s c!ec" to S2, for t!e fire insurance premium for #!ic! it #as issued a receiptK a #ee" later SPM, issued its notice of loss. S2, responded b& issuing its o#n manager*s c!ec" for t!e amount of t!e premiums SPM, !ad paid and denied SPM,*s claim on t!e ground t!at under t!e 7cas! and carr&7 principle governing fire insurance no coverage e3isted at t!e time t!e fire occurred because t!e insurance premium !ad not been paid. 2s SPM, entitled to recover for t!e loss from S2, (J) $222. 2n t!e +ovember 010 stoc"!olders meeting of Freenville ,orporation eig!t () directors #ere elected to t!e board. T!e directors assumed t!eir posts in Canuar& 0 ll. Since no stoc"!olders* meeting #as !eld in +ovember 011 t!e eig!t directors served in a !oldover capacit& and t!us continued disc!arging t!eir po#ers. 2n Cune 01 t#o () of Freenville ,orporation*s directors'irector A and 'irector B -resigned from t!e board. el&ing on Section ? of t!e ,orporation ,ode t!e remaining si3 (=) directors elected t#o () ne# directors to fill in t!e vacanc& caused b& t!e resignation of 'irectors A and B. Stoc"!older :uestioned t!e election of t!e ne# directors initiall& t!roug! a letter-complaint addressed to t!e board and later (#!en !is letter-complaint #ent un!eeded) t!roug! a derivative suit filed #it! t!e court. He claimed t!at t!e vacanc& in t!e board s!ould be filled up b& t!e vote of t!e stoc"!olders of Freenville ,orporation. Freenville ,orporation*s directors defended t!e legalit& of t!eir action claiming as #ell t!at Stoc"!older *s derivative suit #as improper. ule on t!e issues raised. (J) 2. Eil-Asia Air Elig!t ? 2 = #as on a sc!eduled passenger flig!t from Manila #!en it cras!ed as it landed at t!e ,aga&an de
(B) Ho# #ill &ou !andle t!e cases of t!e passenger run over b& t!e ambulance and t!e airline emplo&ee allo#ed to !itc! a free ride to ,aga&an de
2. ,laude t!e registered stoc"!older of 1 000 s!ares in AB, ,orp. pledged t!e s!ares to ,onrad b& endorsement in blan" of t!e covering stoc" certificates and e3ecution of a 'eed of Assignment of S!ares of Stoc" intended as collateral for a loan of P1.0 Million t!at #as also supported b& a separate promissor& note. 2. (1) @nder t!ese facts is t!ere a valid pledge of t!e s!ares of stoc" to ,onrad (1J) (A) +o because s!ares of stoc" are intangible personal properties #!ose possession cannot be delivered and !ence cannot be t!e sub8ect of a pledge. (B) +o because t!e pledge of s!ares of stoc" re:uires double registration #it! t!e egister of 'eeds of t!e principal place of business of t!e corporation and of t!e residence of t!e pledgor.
2. () After ,laude defaulted on t!e loan ,onrad soug!t to !ave t!e s!ares registered in !is name in t!e boo"s of t!e corporation. 2f &ou are t!e ,orporate Secretar& of AB, ,orporation #ould &ou register t!e s!ares in t!e name of ,onrad #it!out an& #ritten instruction from ,laude (1J) (A) es since t!e endorsement and deliver& of t!e certificates of stoc" e3ecuted b& ,laude constitute t!e legal aut!orit& to cancel t!e s!ares in !is name and to place t!em in ,onrad*s name. (B) es since t!e e3ecution of t!e 'eed of Assignment b& ,laude #ould constitute t!e legal aut!orit& to cancel t!e s!ares in !is name and place t!em in ,onrad*s name. (,) +o because corporate officers can onl& ta"e direct instructions from t!e registered o#ners on t!e proper disposition of s!ares registered in t!eir names. (') +o because t!e corporation !as a primar& lien on t!e s!ares covering t!e unpaid subscription. 22. A foreign delegation of businessmen and investment ban"ers called on &our la# firm to discuss t!e possibilities of investing in various pro8ects in t!e P!ilippines and #anted &our t!oug!ts on certain issues regarding foreign investments in t!e P!ilippines. 22. (1)T!e delegation !as been told about t!e Eoreign 2nvestments Act of 1??1 as amended (E2A *?1) and t!e& as"ed #!at e3actl& is t!e la#*s essential t!rust regarding foreign investments in P!ilippine business and industries. ou replied t!at E2A *?1 essentiall& reflects QQQQQQQQQQ. (1 J)
t!e ,orporation ,ode 100J of #!ose capital stoc" outstanding and entitled to vote are #!oll&-o#ned b& Eilipino citi9ens (') All of t!e above because t!e la# considers t!e 8uridical personalit& #!et!er domestic or foreign as a mere mediumK t!e test of nationalit& is on t!e individuals #!o control t!e medium () +one of t!e above because t!e term P!ilippine national can onl& cover individuals and not 8uridical entities. 22. (5) T!e delegation !eard t!at foreigners can invest up to 100J of t!e e:uit& in 7e3port oriented enterprises7 and &ou #ere as"ed e3actl& #!at t!e term covers. ou replied t!at an 7e3port oriented enterprise7 under E2A *?1 is an enterprise t!at QQQQQQQQQQ. (1J) (A) onl& engages in t!e e3port of goods and services and does not sell goods or services to t!e domestic mar"et (B) e3ports consistentl& at least ;0J of its goods or services and sells at least =0J of t!e rest to t!e domestic mar"et (,) e3ports consistentl& at least =0J of t!e goods or services produced and sells at least ;0J of t!e rest to t!e domestic mar"et (') e3ports consistentl& at least =0J of its goods or services produced and can sell goods or services to t!e domestic mar"et () +one of t!e above.
(B) t!e 7Eoreign 2nvestments Positive Lists7 concept
22. (;) As a last :uestion and b& #a& of a concrete e3ample a delegation member finall& in:uired #!ic! of t!e follo#ing corporations or businesses in t!e P!ilippines ma& it invest in and up to #!at e3tent (1J)
(,) t!e 7Eoreign 2nvestments +egative Lists7 concept
(A) A lifest&le maga9ine publication corporation up to ;0J e:uit&
(') t!e 7,ontrol Test7 concept() All of t!e above.
(B) An advertising corporation up to 100J e:uit&
22. ()T!e delegation as"ed6 aside from Eilipino ctt19ens #!at entities #ould fall under t!e definition of 7P!ilippine +ational7 under E2A *?1
(,) A commercial ban" up to =0oGo e:uit&
(A) t!e 7Eilipino Eirst Polic&7
ou replied t!at t!e definition of 7P!ilippine national7 under E2A *?1 covers QQQQQQQQQQ. (1J) (A)
domestic
partners!ips
#!oll&
(') A 8eepne& manufacturing corporation up to 100J e:uit& () A real estate development corporation
(A) 10000 s!ares
,!oose t!e correct statement relating to Fa#sengsit ,orp. (1J)
(B) /00 s!ares (,) 100 s!ares (') 0 s!ares () +one of t!e above. 2$. AB, ,orp. issued redeemable s!ares. @nder t!e terms of t!e issuance t!e s!ares s!all be redeemed at t!e end of 10 &ears from date of issuance at par value plus a premium of 10J. ,!oose t!e correct statement relating to t!ese redeemable s!ares. (1J) (A) AB, ,orp. #ould need unrestricted retained earnings to be able tore deem t!e s!ares. (B) ,orporations are not allo#ed to issue redeemable s!aresK t!us t!e issuance b& AB, ,orp. is ultra vires. (,) Holders of redeemable s!ares en8o& a preference over creditors. (') AB, ,orp. ma& redeem t!e s!ares at t!e end of 10 &ears #it!out need for unrestricted retained earnings provided t!at after t!e redemption t!ere are sufficient assets to cover its debts. () All of t!e above are incorrect. $. Arnold representing !imself as an agent of Brian for t!e sale of Brian*s car approac!ed 'ennis #!o appeared interested in bu&ing t!e car. At Arnold*s prodding 'ennis issued a crossed c!ec" pa&able to Brian for P/000.00 on t!e understanding t!at t!e c!ec" #ould onl& be s!o#n to Brian as evidence of 'ennis* good fait! and interest in bu&ing t!e car. 2nstead Arnold used t!e c!ec" to pa& for t !e medical e3penses of !is #ife in Brian*s clinic after Brian a doctor treated !er.
(A) Fa#sengsit ,orp. is doing business in t!e P!ilippines and re:uires alicense from t!e Securities and 3c!ange ,ommission (S,). (B) Fa#sengsit ,orp. is not doing business in t!e P!ilippines b& its mere investment in a P!ilippine corporation and does not need a license from t!e S,. (,) Fa#sengsit ,orp. !as to appoint a resident agent in t!e P!ilippines. (') Fa#sengsit ,orp. cannot elect directors in Bumblebee ,orp. () All t!e above c!oices are incorrect. $22. T!e B2 assessed AB, ,orp. for deficienc& income ta3 for ta3able &ear010 in t!e amount of P=>510.00 inclusive of surc!arge and penalties. T!e B2 can QQQQQQQQQQ. (1J) (A) run after t!e directors and officers of AB, ,orp. to collect t!e deficienc& ta3 and t!eir liabilit& #ill be solidar& (B) run after t!e stoc"!olders of AB, ,orp. and t!eir liabilit& #ill be 8oint (,) run after t!e stoc"!olders of AB, ,orp. and t!eir liabilit& #ill be solidar& (') run after t!e unpaid subscriptions still due to AB, ,orp. if an& () +one of t!e above c!oices is correct. $222. Anton imported perfumes from Tai#an and t!ese #ere released to !im b& t!e ban" under a trust receipt. %!ile t!e perfumes #ere in Anton*s #are!ouse t!ieves bro"e in and stole all of t!em.
2s Brian a !older in due course (H2 ',) (1J) %!o #ill s!oulder t!e loss of t!e stolen perfumes (1J) (A) es Brian is a H2', because !e #as t!e pa&ee of t!e c!ec" and !e received it for services rendered. (B) es Brian is a H2', because !e did not need to go be!ind t!e c!ec" t!at #as pa&able to !im. (,) +o Brian is not a H2', because 'ennis issued t!e c!ec" onl& asevidence of good fait! and interest in bu&ing t!e car. (') +o Brian is not a H2', because Brian s!ould !ave been placed on notice6 t!e c!ec" #as crossed in !is favor and Arnold #as not t!e dra#er.
(A) T!e loss of t!e perfumes #ill be borne b& t!e ban" in #!ose be!alf t!e perfumes #ere !eld in trust. (B) Anton #ill bear t!e loss. (,) T!e e3porter can !old bot! t!e ban" and Anton liable for t!e loss. (') T!e e3porter from #!om Anton boug!t t!e perfumes #ill bear t!e loss. () +o one bears t!e loss for an unforeseen event.
(,) t!roug! dacion en pago in satisfaction of a debt in favor of t!e ban"
deat! of t!ousands of Eilipinos. A ransom of P1/ million #as placed on addaf& Ben8elani*s !ead.
(') in e3c!ange for t!e purc!ase of s!ares of stoc"s of t!e ban" () All of t!e above.
%orried about t!e future of t!eir famil& addaf& Ben8elani*s estranged #ife Aurelia secured in 'ecember 010 a life insurance polic& on !is life and designated !erself as t!e beneficiar&.
(E) +one of t!e above.
2s t!e polic& valid and binding (1J)
. @nder t!e Anti-Mone& Laundering Act a depositor*s ban" account ma& be fro9en QQQQQQQQQQ. (1J) (A) b& t!e ban" #!en t!e account is t!e sub8ect of a suspicious or covered transaction report (B) b& t!e Anti-Mone& Laundering ,ouncil (AML,) #!en t!e account belongs to a person alread& convicted of mone& laundering (,) b& t!e egional Trial ,ourt upon e3 parte motion b& t!e AML, in a criminal prosecution for mone& laundering pending before it (') b& t!e ,ourt of Appeals motu proprio in an appeal from a 8udgment of conviction of a criminal c!arge for mone& laundering () 2n none of t!e above. 2. @n"no#n to t!e ot!er four proponents nrico (#!o !ad been given t!e tas" of attending to t!e Articles of 2ncorporation of t!e proposed corporation Auto MoA&os o) misappropriated t!e filing fees and never filed t!e Articles of 2ncorporation #it! t!e Securities and 3c!ange ,ommission (S,). 2nstead !e prepared and presented to t!e proposed incorporators a falsified S, certificate approving t!e Articles. el&ing on t!e falsified S, certificate t!e latter began assuming and disc!arging corporate po#ers. Auto Mo A&os o is a QQQQQQQQQQ. (1J) (A) de 8ure corporation (B) de facto corporation (,) corporation b& estoppel (') general partners!ip () +one of t!e above. 22. Preferred s!ares cannot vote on t!e proposal QQQQQQQQQQ. (1J) (A) to include ot!er corporate officers in t!e corporation*s b&-la#s (B) to issue corporate bonds
(A) es t!e polic& is valid and binding because Aurelia !as an insurable interest on t!e life of addaf& Ben8elani. (B) +o t!e polic& is not valid and binding because addaf& Ben8elani !as been officiall& declared a public enem&. (,) es t!e polic& is valid and binding because it !as been in force for more t!an t#o &ears. (') +o t!e polic& is not valid and binding since t!e spouses* estrangement removed Aurelia*s insurable interest in Ben8elani*s life. () +one of t!e above. 2$. Muebles ,lassico 2nc. (M,) a Manila-based furniture s!op purc!ased !ard#ood lumber from Surigao Timber 2nc. (ST2) a Mindanao-based logging compan&. M, #as to pa& ST2 t!e amount of P/.0 million for /0 tons of lumber. To pa& ST2 M, opened a letter of credit #it! Banco de Plata (B'P). B
%ort! #ell S!ippers 2nc. an American corporation. n route to ,ebu ,it& t!e vessel !ad t#o stops first in Hong ong and second in Manila. $. (1) %!ile travelling from To"&o to Hong ong t!e goods #ere damaged. %!at la# #ill govern (1J) (A) Capanese la# (B) Hong ong la# (,) ,!inese la# (') P!ilippine la# () American la# $. () Assuming P!ilippine la# to be applicable and Cuan fails to file a claim #it! t!e carrier ma&
!e still commence an action to recover damages #it! t!e court (1J) (A) +o t!e failure to file a claim #it! t!e carrier is a condition precedent for recover&. (B) es provided !e files t!e complaint #it!in 10 &ears from deliver&. (,) es provided !e files t!e complaint #it!in 10 &ears from discover& of t!e damage. (') es provided !e files t!e complaint #it!in 1 &ear from deliver&. () es provided !e files t!e complaint #it!in 1 &ear from discover& of t!e damage.
