MOCK BAR EXAMINATION QUESTIONS IN COMMERCIAL LAW

1. Which of the following reflects a correct legal precept? a. Private corporations under the Corporation Code are created by law. b. A private corporation may always be held civilly liable for negligent acts committed by its employees. c. The corporate obligations are, as a rule, not the obligations of the corporate officers as long as the absence of liability of the latter is reflected in the corporate by laws. d. Private corporations under the Corporation Code may either be de facto or de jure. . Which of the following is in conformity with both law and !urisprudence? a. The separate personality of a corporation may be disregarded when an incorporator dominates and controls the outstanding capital stoc". b. #hareholders cannot maintain a suit in their own names to recover corporate property. c. A corporation does not fall within the constitutional protection against unreasonable searches and sei$ures. d. A corporation has a right against self%incrimination. &. Ten persons, all 'ilipinos, and acting as incorporators, filed an application for the incorporation of ()* +an", ,nc. Which of the following is correct? a. The incorporators are not dis-ualified by reason of their nationality. b. ()* +an", ,nc. may issue no%par value shares as long as the consideration thereof is not less than P..//. c. The incorporators must all be Philippine residents. d. 0one of the above. 1. When the articles of incorporation provide for non%voting shares, the holders of such shares shall nevertheless be entitled to vote on the following matters, e2cept3 a. 4issolution of the corporation. b. #ale, lease, e2change, mortgage, pledge or other disposition of all or substantially all of corporate property. Amendment of the articles of incorporation. c. ,ncurring, creating, increasing or assignment of bonded indebtedness. .. A+C Corporation, a private corporation engaged in the business of importing used cars from 5apan was issued a certificate of incorporation by virtue of 6.A. 789/. +ecause of a failed business transaction, A+C Corporation sued :r. ( for a damage arising from the latter;s alleged breach of its contractual obligations.

a. :r. ( cannot allege <lac" of legal capacity to sue; of A+C Corporation in its motion to dismiss because it has a legal personality conferred by law. b. :r. ( cannot allege <lac" of legal capacity= in its motion to dismiss because it is not allowed to attac" the e2istence of the corporation collaterally. c. A+C Corporation is a de !ure corporation and its e2istence can be attac"ed only through a quo warranto proceeding. d. Attac"ing the e2istence of A+C Corporation may be done through a motion to dismiss because its creation is void. >. 0o 1 % Within five ?.@ years from issuance of its certificate of incorporation, the newly% formed corporation must formally organi$e and commence business operations. 'ailure to do so within such period is a ground for dissolution. 0o. % Avery member of the board of every corporation must own at least one ?1@ share of stoc" standing in his name in the boo"s of the corporation. a. b. c. d. 7. +oth statements are false. +oth statements are true. The first statement is trueB the second is false. The second statement is trueB the first is false.

A corporation was formed by fifteen ?1.@ incorporators and its certificate of incorporation was duly issued. A year after its attainment of !uridical personality, the stoc"holders, who are themselves the members of the board adopted a resolution, providing for the following ?i@ That all of the corporation;s issued stoc" of all classes, e2clusive of treasury shares, shall be held of record by not more than a specified number of persons, not e2ceeding twenty ? /@B ?ii@ That all of the issued stoc" of the corporation shall be sub!ect to certain specified restrictionsB and ?iii@ That the corporation shall not list in any stoc" e2change or ma"e any public offering of any of its stoc"s of any class. a. The corporation is a close corporation because the resolution contains the elements of a close corporationB b. The corporation is de facto because although it has a certificate of incorporation, the provisions in the resolution should have been contained n the articles. c. The corporation is an open corporation. The corporation is a corporation by estoppel because although it operates as a corporation, it did not comply with certain legal re-uirements for the establishment of a close corporation.

8.

Which of the following is correct? a. The secretary of a corporation must be a citi$en of the Philippines and a resident of the Philippines. Ce must be also a member of the board. b. The members of the board are liable whenever they vote for unlawful acts. c. ,f there are only ten ?1@ directors elected although the articles of incorporation provide for fifteen ?1.@ directors, the -uorum in a board meeting is eight ?8@.

The total liability of (. d. c.///. costs and other e2penses amounted to P. c. To all issues of shares or dispositions of shares of any classB d. ( subscribed to 1./// shares of stoc" in A+C Ce paid . The ac-uisition must be for the sole purpose of ac-uiring shares in order to eliminate fractional shares. b. stoc". including the balance. 1/. c. Enly to new issues of shares arising out of an increase of the capital 11. 1&. 1 . b. Enly to the issuance of previously unissued portions of the outstanding capital stoc". Which of the following is correct? a. The corporation must have unrestricted earnings in its boo"s to cover the purchase of shares.d. The ac-uisition must be for a legitimate purpose. To all issues or dispositions of shares of any class other than redeemable or treasury shares./F of the subscription but such subscription was later on declared delin-uent. A director may be removed by the vote of all the stoc"holders in any meeting./. 4ividends may be declared out of a reappraisal surplus or revaluation increment because they constitute profits. The pre%emptive right e2tends to the right to subscribeB a. Which of the following acts could be ratified by a vote representing at least D& of the outstanding capital stoc"? a. b. All dividends are ta2able as income of the stoc"holder. The corporation must have unrestricted earnings in its boo"s to cover the purchase of the shares e2cept in the case of redeemable shares. 9. Acts of directors or trustees who are guilty of gross negligence or bad faith in directing the affairs of the corporationB b. The following are the re-uisites for the corporate power to ac-uire its own shares. Acts of directors constituting an approval of patently unlawful actsB d. Which is the e2ception? a. thereby ac-uiring profits which should belong to the corporation. The declaration of any "ind of dividend re-uires the assent of at least D& of the outstanding capital stoc". 4ividends are profits but not all profits are dividends. d. An attempt by a director to ac-uire or actual ac-uisition of any interest adverse to that of the corporation in respect of any matter reposed upon him in confidenceB c. Which bidder is considered the highest bidder in the delin-uency sale? . Ac-uisition of a business opportunity which should belong to the corporation. accrued interest.

d. 1 is false. c. it is payable as in all of the above. b.t is indorsed to the order of 5ose. d. The instrument is payable to bearer if a. Which of the following is not a negotiation of a negotiable instrument? a. it is payable to the order of the Hing of the Philippine ./// for . it is payable to cash. ( is a party accommodated. c. it is payable to the order of cash. +oth statements are false. 0o. 0o.. 4elivery to the payee of an instrument payable to bearerB 4elivery to the payee of an instrument payable to bearer 5ose. b. 1 G A foreign corporation intending to sue in Philippine courts must always have a license to engage in business n the Philippines. A bid of P1. .. +oth statements are true. 11./// for . G A foreign corporation engaged in business in the Philippines may sue and be sued n the Philippines. 17. b. a. 4elivery of an instrument payable to the order of #uperman. 18. + receives no consideration for lending his name. indorsement and delivery of an instrument payable to the order of 5ose./. a. 0o 1 is trueB 0o. + to sign promissory notes of the borrowers as the lenderD payee. it is indorsed to 5ose or bearer./// for 9// sharesB A bid of P1/./1 sharesB A bid of P. d. 1. d. An indorsement is restrictive if3 a. c.a. is true. c. + indorses the notes to (.// sharesB A bid of P1&. . b. c. b. c. it is indorsed to 5ose. 0o. 1 is trueB 0o. a. +oth statements are false. b./// for &// sharesB 0o. As payee. 1 G Colders of delin-uent shares are not entitled to dividends. d. 1>. d. is false. 0o.slands. + is an accommodation party. is false. 0o. 19. b. +oth statements are true. it is indorsed to 5ose in trust for my child. ( wants to lend money to third persons but as"s his friend. 1 is falseB no. 0o. G A transfer of shares to a non%stoc"holder is binding to the corporation as long as the transfer is in a public document. is trueB no.

. All of the above. Through illegal means. E +an" is liable to 4rawer for reimbursement of the amount deducted from the account of 4rawer.///. P can still collect from 4rawer. c. A is an assignee. and deposits it in his account in : +an" which indorses the chec" for clearing with the words= All prior indorsements guaranteed”. . d. promise to pay Pedro #antos P. d. 0one of the above is conditional.c. d. b. a. P indorses the note thus3 <To A. promise to pay E or bearer P. : +an" is liable to E +an" as an indorser. + is not an accommodation party./. d. Pay to the order of P P. . The indorser warrants that the instrument is genuine only n certain cases. d.f + cannot collect from the ma"er because of forgery of the latter.s signature.f + cannot collect from the ma"er. c. To 4. + can collect from (. +oth are false.f + cannot collect from the ma"er. b. but ( is. ( indorses a note sans recourse and delivers it to +. non%negotiable? a./// and deliver 1/ sac"s of rice. 1././// on the day his father passes away. &. ./// with interest. . Pay to ( or his order P. 4rawer issues a chec" to the order of P drawn against E +an"./. A may negotiate to + by indorsement completed by delivery. A cannot negotiate the note any further. A may negotiate to + by delivery alone./// and such other sums he may be entitled to. c. 0o.s signature. ./// out of my money in your hands. #gd. . 46. 1 G The ma"er engages to pay according to the tenor of his acceptance. + can never collect from (.f + cannot collect from the ma"er because of forgery of the latter. . 4 issues a note payable to the order of P./// b. Pay to the order of P P. 0o./. b. promise to pay to the order of P P. c. % . a.. 1.Which is correct? a. The following instrument is negotiable assuming all other re-uisites are present3 a. promise to pay P or his order P&/././. c. . . /. To 4. + can collect from ( after giving him a notice of dishonor. #gd 46.s signature. b. ' gets hold of the chec". + is not a party to the note. d. indorses the chec" to himself by forging P. #gd P=. a. + cannot collect from (. Which among the following has a conditional promise hence.

b. when a vessel ma"es a wrong maneuver in the second $one of collision. . whenever a collision occurs. d. 0o. The ship agent may be held liable in case the ship owner is not found. . Which could be availed of as a complete defense by a common carrier? a. 1 is trueB 0o. c. b. ends when they are temporarily unloaded in transit.t is possible for a customs bro"er to be a common carrier if it transports goods for a fee. The ship owner may invo"e fortuitous event as a defense. &/. . d.f there are e2penses incurred when the vessel was repaired before its loss. is false. The common carrier. c. . The doctrine of limited liability may not be availed of as a defense in the following cases. 7. The ship agent may not be held liable because he is acting for a disclosed principal.b.t was established that the ship was unseaworthy but would have successfully completed the voyage had it not been for the typhoon. an entity must have a certificate of public convenience. b. >. Contributory negligence of the plaintiff. Travel agencies as such are common carriers. ends when the goods are lost in transit. 0one of the above. b. c. Which is the e2ception? a. 0o one is liable.s Compensation Iaw. begins upon the e2ecution of a bill of lading. c. To be a common carrier. when there is collision. Common carriers are re-uired to cater to every member of the public. is true. c. d. d. 0o. 9. All forms of fortuitous eventsB The doctrine of last clear chance in case of collisions. d. ends when the shipper has availed of his right of stoppage in transitu. 1 is falseB 0o. +oth are true. &1. c. The vessel is insured.f there are liabilities under the Wor"men. a. A commercial vessel was sun" when it was overta"en by a typhoon in the ocean. Which of the following statements is not legally true? a. . The doctrine of inscrutable fault applies a. b. 8.s duty to observe e2traordinary diligence in the vigilance over the goodsB a. d. c. when there is no evidence as to which vessel is negligent. b.

There is no e2ception. When a passenger is carried gratuitously by a common carrierB a. the duty of e2traordinary diligence of the carrier ceases. b. & . A wife has an insurable interest in the life of her creditor. if the insured deposits a chec". b. the duty of e2traordinary diligence of the carrier continues for a limited period. ( died of a liver ailment. 6ecovery cannot be had because of a material concealment. d. 6ecovery may be had under the policy because the ailment concealed was not the cause of death. Which stipulation is not void? a.d.//. &. &1. d. . All are void. d. ) can recover because he is the owner.//. The insurer is entitled to the payment of premiums as soon as the thing insured is e2posed to the peril insured against.f a loss occursB a.// only per luggage e2cept if the shipper or passenger declares a higher value. ( insured his house against fire. b. c. c. d.//. ( answered <0E=. c. the duty of e2traordinary diligence may be lessened by stipulation. The insurer may legally refuse to pay. ( can recover from the policy because there was no change in the policy. That the shipper will be liable for P. That the shipper will be liable only for P. &7. c. he sold the house to ) without a corresponding change in the policy but ( continued to pay the premiums. 6ecovery can be had. e2cept a. there is only a duty to observe ordinary diligence. b. a. 4uring the effectivity of the insurance. none of the above. . Which is false? a. The insured shall have the right to change his beneficiary as a rule. 6ecovery cannot be had because of material misrepresentation.// per baggage. &&. Two years after the policy became effective. b.n answer to a -uestion in the insurance application on whether or not he had suffered from a heart ailment. The shipper will be liable only for P. b. c. c. Terrorists cannot be insured because they are public enemies. . &>. ( can recover because he is the one who is paying the premiums. if there is an agreement to the contrary. d.// per baggage whatever be the value declared. if the insurer waives the premium in the meantime..

The mortgage is binding even to third persons because it is in a public instrument. deliver the cement to E because he is the owner. the amount of their credits and their due dates. + can foreclose the mortgage. deliver the cement to 4 because he is the holder of the warehouse receipt. b. 1 . b. Confronted with conflicting claims of ownership. J must notify his creditors before selling all the contents of the truc". c. 0o. 'ive months after. 0o. As the watchdog of government funds. 1/. The deed of mortgage which is embodied in a public instrument is denominated as a chattel mortgage. The interest of a beneficiary continues even if his negligence caused the death of the insured. 1 is trueB 0o. b. 1 % When there is double insurance. J is a vegetable buyer. contract of suretyship can never be an insurance contract. a. d. &9. . J does not have to perform any of the above because his sale is in the ordinary course of business.f the debt is not paid. a. 0o. +oth are false. c.f the debt is not paid. Which among the following is not a function of the +ang"o #entral ng Pilipinas? a. The mortgage is totally void because the house is a real property. &8. 0o. is true. +oth are true. As fiscal agent of the Philippine government. W should B a. J does not have to perform any of the above acts if his business is not registered. .// bags of cement in the warehouse of W. d. c. he travels to 4ivisoria and sells all the contents of his truc". : mortgaged his concrete house located in a rented lot to +. Ce goes to +aguio City. b. As official depositary of the Philippine government. c. . a. The latter issued a negotiable warehouse receipt to 4. E came to the warehouse to claim the goods alleging that the cement deposited by 4 were merely stolen by the latter. d. + cannot foreclose the mortgage. is false. c. b. deliver the cement to 4 because he is the depositor. J must prepare an affidavit listing his creditors. At the same time 4 arrived in the warehouse claiming the cement and presenting the warehouse receipt. 1 is falseB 0o. buys vegetable in bul" and after filing up his truc". 11. d. there is always over insurance. %A 4 deposited . d. As financial adviser of the Philippine government.d. compel the claimants to interplead so the court could decide who has the right to the goods.

1. b. ( is only civilly liable to the ban". The corporate opportunity theory. d. 0o. 6ural ban"B Thrift ban"B Kniversal ban"B Commercial ban". receiving deposits. ( imports goods from 5apan through a letter of credit issued by 0ational +an". 1 is trueB 0o. is true. The corporate entity doctrine. . 1 % The Embudsman may in-uire into the ban" deposit of a public officer whose case is pending criminal investigation in the Embudsman even if there is no actual case filed in court. c. +oth are true. a. 11. Ce therefore. a. c.1&. 0o. e2ecuted a trust receipt agreement with the ban". 0o. 17. . is false.t is a ban" which creates or accepts demand deposits sub!ect to withdrawal by chec"s and primarily organi$ed to carry on the business of accepting drafts and issuing letters of credit. ( may be deprived of his import license . d. ( got hold of the gods and sold the same but failed to remit to the ban" the proceeds of the sale corresponding to his balance. c. c.F@ of the ban". 0o. c. ( had no money to pay for the balance of the importation. ( may be sued for theft by the ban"B ( may be sued for estafa. orally or in writing.. +oth are false.s security in property. b. is false. 1 is trueB no. % A writ of garnishment directed to a ban" deposit is prohibited by law. d. discounting and negotiating promissory notes. 1 G A ban" may be may lend to a single borrower more than fifteen ?1. d. +oth are true. b. d. b. The distribution of dividends from capital and the ac-uisition of corporate shares without corporate unrestricted retained earnings is not allowed by law because of3 a. b. 1 is falseB 0o. When the goods arrived in :anila. buying and selling foreign e2change and gold and silver bullion and lending money against the borrower. a.s unimpaired capital. 0o. +oth are false. 0o. a. 0one of the above. G A deposit in a ban" in foreign currency may be in-uired into provided the depositor gives his consent. is false 1>. The trust fund doctrine. 1 is trueB no. 0o. 0o.

PAI is willing to pay only P 1. Ene of the following has no insurable interest in the life of Alberto3 a././.1. c. valid because :r.///. 5ose and his wife. Perla. two deposits. valid because no declaration had been made on the actual value of the baggage and :r. c.nsurance Corporation will be bound to be liable to the spouses for its insurance liability e-uivalent to a. b. d. . c. b. three deposits. b. any claim for loss cannot e2ceed P . b. d. . ?a@ #avings deposit G P&//. not valid as it is not in accordance with law. :endo$a did not pay the corresponding freight charges. :endo$a claims P . b. si2 deposits. d.///. there is an indication of a particular account to be debited with the amount. The refusal of the airline company to pay the claim is3 a. there is an indication of a particular fund out of which reimbursement is to be made. c. certified chec" stale chec" traveller. They also have the same deposits with the same amount in Allied +an" :a"ati.///B ?b@ 4emand deposit G P1//.f Allied ban" becomes insolvent the Philippine 4eposit .///. A chec" upon which the holder. Cowever.&. the instrument is payable out of a particular fund. not valid as it is contrary to public policy. An instrument is rendered non%negotiable ifB a.18.s chec" answer not given . :r.// on the ground that the airline tic"et stipulates that unless a higher value is declared. one to be affi2ed by him at the time it is issued and the second or counter%signature. When can a corporation deny pre%emptive right to stoc"holders? . .// for each baggage. one deposit. is called3 a. c. :r. his wife his mother his mistress his daughter ./. 19. :endo$a has not declared a greater value. d. to be affi2ed by him before it is paid. d. despite the fact that the cler" had called his attention to the stipulation in the tic"et.s signature must appear twice.///B ?c@ Time deposit % P&. answer not given. opened and maintained the following accounts with Allied +an" 6ecto. .///.// for the loss of both of his suitcases during his flight from :anila to 4avao via Philippine Air Iines. :endo$a sues the airline company. otherwise it is incomplete. :endo$a did not pay any freight.

Contracts for water transportation from foreign ports to Philippine ports are primarily governed by3 . b. a. d. c. c. b. #toc"s issued for a consideration less than P1/. d. When no payment is made within one ?1@ month from date as fi2ed in the contract or call. b. d. #toc"s issued for a consideration less than its par or issued value. d. b. d.>.@ days from the date as fi2ed in the subscription contract or in the call made by the +oard of 4irectors. b. A2ercised by the +oard of 4irectors but not ratified by the stoc"holders.. b. When no payment is made within fifteen ?1. 0one of the above . 0one of the above . ..1. The following shall produce the effect of payment of debts3 a. #toc"s issued for a consideration more than its par or issued value. d.7. Where the articles of incorporation so provides. Kltra vires acts are acts of a corporation which are3 a. 0one of the above . This is not negotiation of a negotiable instrument. Where the shareholder does not pay fifty percent of the value of the shares to be subscribed. 0ecessary and incidental to the e2ercise of the powers conferred upon the corporation. When does a stoc" become delin-uent? a. . c.a. c.8.9. 0ot within the corporate powers conferred by the Code or articles of incorporation. Assignment 4elivery of a bearer instrument . c. Where a stoc"holder is delin-uent in the payment of unpaid balance of his subscription.ndorsement completed by delivery of an instrument payable to order 4elivery of an instrument to the payee . 4elivery of chec" Tender of Central +an" notes 4elivery of promissory note answer not given What are watered stoc"s? a. When no payment is made within two ? @ months as fi2ed in the contract or call. c. 0one of the above.

>&.s separate personality? a. The same as authori$ed capital stoc". The same as subscribed capital stoc". The claim should be made within twenty four ? 1@ hours from receipt when the damage or average could be ascertained from the outside. b. a. . d. d. >/. Which one of the following is not a characteristic of a voting trust agreement? a. >1. as long as there is a binding subscription agreement. c. whether or not. > . b.t represents the paid up capital stoc". . d. c. 0one of the above. c. <outstanding capital stoc"= means3 a. As used in the Corporation Code. c. c. The corporation may enter into contracts with another corporation. The corporation. d. The claim should be made within three ?&@ days from receipt when the damage or average could be ascertained from the outside. d. e. +ecause it failed to incorporate under e2isting statutory authority. b. The corporation may ac-uire and dispose of properties.a. The total shares issued to subscribed or stoc" holders. Which is not a conse-uence of the corporation. >1. e2cept treasury shares. The stoc"holder remains the beneficial or e-uitable owner of the shares while the trustee is the legal owner. The corporation may sue but it cannot be sued. c. Knder the provisions of the Carriage of Loods by #ea Act. d. fully or partially paid. b. The claim should be made upon receipt when the damage or average could be ascertained from the outside. The claim should be made within twenty four ? 1@ hours from receipt when the damage or average could be ascertained only upon opening the pac"age.ts corporate e2istence may be challenged in court by any ta2payer.@ years.s e2ercise of corporate powers is not recogni$ed by the courts for reason of public policy. A voting trust is irrevocable during the time stipulated. . b. b. The Civil Code of the Philippines The Code of Commerce #alvage Iaw Public #ervice Act Carriage of Loods by #ea Act Why is a de facto corporation not considered a de !ure corporation? a. claim has to be made for the damage sustained by goods. All voting trust agreements shall not e2ceed five ?. A voting trust is created for the purpose of conferring upon the trustee the right to vote and other rights pertaining to the shares. The corporation has a nationality or citi$enship.

d. d. The theory of separate personality. b.. if it is a life insurance policy within years from its inception or last reinstatement on the ground of concealment or misrepresentation if all the above is present >>. Which of the following conforms with the re-uirements of the Corporation Code? a. d. Which is the e2ception? a. except in case ofB a. b. . >8. The doctrine of limited capacity. The trust fund doctrine.ncorporators are those who originally compose the corporation. Aven if not denied. the right does not e2tend to certain specified issuances enumerated below. A policy of insurance is contestable3 a. An incorporator in a domestic corporation may be an alien and a non% resident. These re-uirements is a conse-uence of the. whose names are mentioned in the articles of incorporation ma!ority of whom have signed the said articles.s shareholdings. a. The pre%emptive right if not denied by the corporation generally e2tends to all issues of shares in proportion to a stoc"holder. >7. #hares to be issued in payment of a previously contracted debt. cash dividends property dividends stoc" dividends script dividends 70. #hares to be issued in compliance with laws re-uiring stoc" offerings to the public. b. The ac-uisition of shares and the declaration of cash dividends re-uire that the corporation has unrestricted retained earnings. #hares to be issued to incorporators. c. b. must be a natural person and must own or subscribe to at least one share of stoc". The law also re-uires that shares should not be issued below its par or issued value. c. c. except: . The +oard of 4irectors alone may declare the following type of dividends. #hares to be issued in good faith with the approval of the stoc"holders representing D& of the outstanding capital stoc" in e2change for property needed for corporate purposes. The doctrine of general capacity. Corporators are those who compose a corporation and is a term which includes stoc"holders. c.>. c. members and incorporators. b. d. Avery incorporator must be residents of the Philippines. d. The following are the corporate officers of a corporation. >9.

d. When the corporation allows the issuance of watered stoc"s. :andamus A2tra%!udicial sale Withholding of stoc" dividends 4eduction from cash dividends 71. 7. approval of the ma!ority of the board and concurrence of the stoc"holders representing D& of the outstanding capital stoc" is necessary in the e2ercise of the powers e2cept3 a. . When there is payment of dividends without unrestricted retained earnings. Which of the following are prohibited considerations for the issuance of stoc"s? a. d. b. 0one of the above.n the following instances. 6eduction of term. mining corporation stoc" e2change educational institution All of the above 7>. c.nvestment of corporate funds in another business or purpose. A2tension of term Appointment of an e2ecutive committee. appraisal right may be e2ercised. 7 . c. d. d. c. b. To declare stoc" dividends. President Jice%President Treasurer #ecretary 71.n the following instances. c.. When the corporation releases or condones payment of the unpaid subscription. c.a. d. Which of the following cannot be a close corporation? a. b. b. d. c. b.n the following cases. To deny pre%emptive right. . . d. e2cept3 a. The following are remedies available to a corporation to enforce payment of stoc"s e2cept3 a. . b. except: a. To adopt. c. To increase or decrease capital stoc". the Trust 'und 4octrine is violated. goodwill past services accounts receivables 0one of the above 7&. b. amend or repeal the by%laws. .

unilateral contracts 79. pro%forma contracts b. All provisions and stipulations in insurance contracts are prepared by the . the proceeds c. the policy remains compensable. if lost or destroyed because of an earth-ua"e 8&. b. spouse 78. thus they are3 a. The cause or consideration in insurance contracts is3 a. . the premium b. A life insurance policy could no longer be -uestioned after two ? @ years that the policy had been in force counted from3 . The e2tent of insurable interest in non%life insurance depends on3 a. if the loss or destruction was a conse-uence of the effort to save the thing insured from being burnedB b. at the inception of the contract and at the time of the lossB at the tine of the loss at the inception of the contract of insurance.nsurable interest on the thing insured and insurance interest on the policy in property insurance or non%life insurance must be reposed on one and the same person3 a. telling lies 81. . hiding the truth b. the value of the thing to be insured c. unlimited 8 . gratuitous 8/. if lost or destroyed because of volcanic lava c.f a thing insured under a fire insurance policy is lost or destroyed by some other means other than fire. Concealment in insurance is3 a. A person has an insurable interest on the life of his3 a. friend b.nsurer. failure to communicate c.77. 81. c. contracts of adhesion c. grandfather c. the desire of the assured b. a.

87. c.t rests on fundamentally on the unfairness of a corporate officer or director ta"ing advantage of a prospect for his own personal benefit when the interest of the corporation !ustly needs protection. the inception of the policy the last reinstatement at the inception of the policy or from its last reinstatement To be compensable. b. e-uipment and freight during the voyage. a. b. A public enemy who cannot be the ob!ect of a life insurance contract is one3 a. who is a fugitive and has a pri$e on his head an American or Canadian a citi$en of a country with whom the Philippines is at war. by a hostile fire by a friendly fire by voluntary scorching 8>. arising from the operation of a ship. a. . who has sufficient assets but who may be unable to meet his obligations as and when they fall due.nterest 4octrine +usiness 5udgment 6ule Corporate Epportunity 4octrine. Corporate Antity 4octrine Corporate . 9/. d.a. c. This established rule provides that the liability of the ship owner or agent. attested by a proper !udicial officer or a notary. This doctrine is a recognition by the courts that the fiduciary standards could not be upheld where the fiduciary is acting for two entities with competing interests. e.. c. . a. Arror in A2tremis 6ule 4octrine of 4eclared Iimitation in :aritime Iaw 6eal 0ature of :aritime Iaw 4octrine of Presumed 0egligence of Common Carriers 89. is limited to the vessel. . :aster. to the effect that damage suffered by the ship or her voyage was caused by storms or other perils of the sea. c. 8. b. c. b. b. may petition for more time within which to settle such obligations.t is a legal scheme whereby a debtor. without any negligence or misconduct on his part.t is a written statement by the master of vessel. d.s Certificate +ill of Iading Affidavit of 4esistance :aritime Protest :aritime Complaint 88. c. the thing insured under a fire insurance policy must be lost or destroyed3 a. . b. d.

9&.t is a business or service engaged in regularly supplying the public with some commodity or service of public conse-uence such as electricity.a. c. e. The invention is not patentable because it is a combination of old functions which does not produce a new result. 91. The invention is not patentable because #amsung is a foreign corporation and it should file its application in its home country. b. b. The invention is patentable because it combines e2isting elements. d.nsolvency Proceedings #uspension of Payments Corporate 6ehabilitation Joluntary . a. namely.nsolvency . water. b. it must be impossible to avoidB The debtor was blameless The occurrence must be such as to render it impossible for the debtor to fulfill his obligation in a normal mannerB The obligor must be free from any participation in the aggravation of the in!ury resulting to the creditor. b. #amsung invented a cellular phone that can also play digital music or :P&s.t must be impossible to foresee the event which constitutes the case fortuito. d. d. a. a. the convenience of having two gadgets in one. a cellular phone and a digital music player. The cause of the unforeseen and une2pected occurrence. must be independent of human willB . Assignment of 6ights #ubstitution of Creditors #ubrogation 91. . c. The invention is patentable because it is a new product which is beneficial to the public.t is the substitution of one person in the place of another with reference to lawful claim or right. b. gas. As applied in Transportation Iaws. including its remedies or securities. or the failure of the debtor to comply with his obligations. c. .t applied for the issuance of letters patent. transportation. . d. Public #ervice Public Corporation Public Ktility Commodities Trader 9 . telephone or telegraph service. . c. which of the following is a not an element of a fortuitous event? a. c. so that he who is substituted succeeds to the rights of the other in relation to a debt or claim. and produces a new and useful result. or if it can be foreseen.

The chattel mortgage is e2tinguished as :agtanggol is a purchaser in good faith and for the value. What would be the effect of the sale on the chattel mortgage contract? a. 9>. )es. 98. b. a purchaser in good faith and for value. The word <Philippines= as part of a corporate name is reserved for government owned or controlled corporations.///. Iaw Iibrary liable for copyright infringement. Center +oo" #tore is the publisher of the boo" Iegal 5ournal. Civic J%tech from Conda Cars :anila ?CC:@ for P9. 0issin is not guilty of trademar" infringement because the trademar" <Ang #arap= is descriptive. The law only allows a library to photocopy a boo" if it is fragile or rare. Cence. The Iibrary.t -ualifies as a ban" because its funds are obtained from more than / persons. Pancit Palabo". each of whom has deposited some amount of money into the 'oundation. )es.s students for room use. 0o. Enly stoc" corporations can be organi$ed as a ban". 0issin subse-uently introduced its new product. The chattel mortgage is not e2tinguished as it is an accessory contract. . Pinoy 6amen. 97. . . .A. d. Allan e2ecuted a promissory note and a chattel mortgage to secure payment thereof. b. 0o.ntellectual Property Effice. <Ang #arap Pancit Palabo"= with the . . The Credit 'oundation of the Philippines is a non%stoc" corporation. Iuc"y :e registered its trademar". The reproduction is consistent with fair use. Allan failed to pay four ?1@ installments. reproduced one copy of the 5ournal for lending to the Kniversity. Allan sold the car to :agtanggol./.. in order to preserve the original boo". which handles deposit of funds from its members and lends the same funds to the general public. . <Ang #arap Pinoy 6amen=. The copy of the 5ournal is mar"ed <'or 6oom Kse Enly= and is therefore not made available to the public outside of the Iibrary.s the K. )es. d.s product. belongs to a different category from Iuc"y :e. hence not capable of e2clusive appropriation. a.t is composed of at least 1// natural persons. Iuc"y :e sued for trademar" infringement. b. College of Iaw. )es. 0issin is guilty of trademar" infringement because it did not register its trademar" <Ang #arap Pinoy 6amen=.A. 0o.9. d.t donated one copy to the Iibrary of the K. payable in twenty%four ? 1@ monthly installments. :ay the 'oundation be granted the said authority? a. Allan purchased //. The +ang"o #entral has the full discretion and e2pertise to grant authorities to register as ban"ing institution. b. 0issin is not guilty of trademar" infringement because its product. CC: can still foreclose the same. 0issin is guilty of trademar" infringement because the trademar" <Ang #arap= is fanciful and arbitrary. a. Enly the 0ational Iibrary is allowed to reproduce boo"s and other wor"s. c. c.t applied with the +ang"o #entral for authority to organi$e itself into a ban". Thereafter. 0o. hence capable of e2clusive appropriation. c.

All of the above 0one of the above The following are the outstanding characteristics of an insurance contract A(CAPT3 a. The chattel mortgage is not e2tinguished because the mortgagee. What is the so%called <Lrandfather 6ule= under the Corporation Code? a.c. e. . b. d. . .t is a rule that determines the nationality of a corporation on the basis of the place where the foreign corporation is incorporated or registered? . d. c. 99.t is a contract of indemnity . The chattel mortgage is e2tinguished because the #C: is stopped in not foreclosing the mortgage after Allan is in default in two installments.t is a ris" distributing device All of the above 0one of the above .t is a rule that determines the nationality of the corporation on the basis of the nationality of its officers and directors. b. .t is a rule that determines the nationality of a corporation on the basis of the nationality of the ma!ority of the stoc"holders.t is an aleatory contract. 1//.s right to foreclose the same is in rem. e. d. c.

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