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Call to me and I will answer you, rand will tell you great and hidden
things that you have not known.
(Jeremiah 33:3)


G.R. No. 164197 / January 25, 2012

Facts –
Prosperity.Com, Inc. (PCI) sold computer software and hosted websites without providing
internet service. To make a profit, PCI devised a scheme in which, for the price of US$234.00 a buyer
could acquire from it an internet website of a 15-Mega Byte capacity. At the same time, by referring to
PCI his own down-line buyers, a first-time buyer could earn commissions, interest in real estate in the
Philippines and in the United States, and insurance coverage worth P50,000.00. Apparently, PCI
patterned its scheme from that of Golconda Ventures, Inc. (GVI), which company stopped operations
after the Securities and Exchange Commission issued a cease and desist order (CDO) against it. As it
later on turned out, the same persons who ran the affairs of GVI directed PCI’s actual operations.
In 2001, disgruntled elements of GVI filed a complaint with the SEC against PCI, alleging that
the latter had taken over GVI’s operations. After hearing, the SEC, through its Compliance and
Enforcement unit, issued a CDO against PCI. The SEC ruled that PCI’s scheme constitutes an
Investment contract and, following the Securities Regulations Code, it should have first registered such
contract or securities with the SEC.

Issue –
1. Whether or not PCI’s scheme constitutes an investment contract that requires registration under
R.A. 8799.

Ruling –
The Securities Regulation Code treats investment contracts as "securities" that have to be
registered with the SEC before they can be distributed and sold. An investment contract is a contract,

 Member, Law Faculty, University of Batangas, Far Eastern University, Polytechnic University of the
Philippines, Philippine Christian University, Universidad de Manila.
 MCLE and Bar Reviewer in Legal Ethics and Commercial Law - Jurists Bar Review Center, Cosmopolitan
Review Center, CPRS Bar Review Center, Luminous Bar Review, Dagupan, Powerhaus Review Center, Chan
Robles Internet Review, PCU Bar Review, Albano Review Center and UP LAW Center. .
contribution in researching this compilation through the years.

2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. Erickson H. Balmes. All rights reserved
2015 by Jurists Review Center Inc. Unauthorized reproduction, use, or dissemination is strictly prohibited and shall be
prosecuted to the full extent of the law, including administrative complaints with the Office of the Bar Confidant, Supreme
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084. Petitioner explained that being an accessory contract. CHEVRON PHILIPPINES. the bond cannot exist without a principal agreement as it is essential that the copy of the basic contract be submitted to the proposed surety for the appreciation of the extent of the obligation to be covered by the bond applied for. and (5) profits arising primarily from the efforts of others. "to guarantee payment/remittance of the cost of fuel products withdrawn within the stipulated time in accordance with the terms and conditions of the agreement. (3) investment is made in a common enterprise. Erickson H. Inc. G. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN transaction. W. transaction. called the surety. THESE NOTES ARE MEANT TO BE SHARED. Facts – Fumitechniks Corporation as distributor for petitioner First Lepanto-Taisho Insurance Corporation had applied for and was issued Surety Bond by the latter. INC. vs. a tangible asset that PCI creates. FIRST LEPANTO-TAISHO INSURANCE CORP. These can hardly be regarded as profits from investment of money under the Howey test. Whether or not a surety is liable to the creditor in the absence of a written contract with the principal. Petitioner requested that it be furnished copies of the documents and respondent complied by sending copies of invoices showing deliveries of fuel and petroleum. referred to as the Howey Test must concur: (1) a contract. called the obligee. The price of US$234. the surety becomes liable for the debt or duty of another although it possesses no direct or personal interest over the obligations nor does it receive any benefit therefrom. PCI’s clients do not make such investments. Balmes.030. The United States Supreme Court held in Securities and Exchange Commission v. for an investment contract to exist. for the purpose of fulfilling an obligation. including administrative complaints with the Office of the Bar Confidant. Unauthorized reproduction. or scheme. Issue – 1. All rights reserved 2015 by Jurists Review Center Inc.J. use. No. The commissions." On February 6.00 is what the buyer pays for the use of the website. 2012 VILLARAMA. using its computer facilities and technical skills. Although the contract of a surety is in essence secondary only to a valid principal obligation. 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. and insurance coverage worth P50. respondent notified petitioner of Fumitechniks’ unpaid purchases in the total amount of P15. the surety assumes liability as a regular party to the undertaking. Howey Co. that. Consequently. 2002.30. Page 2 of 16 . Suretyship arises upon the solidary binding of a person – deemed the surety – with the principal debtor. The buyers of the website do not invest money in PCI that it could use for running some business that would generate profits for the investors. or scheme where a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others. guarantees the performance by another party. 177839 / January 18. called the principal or obligor. They buy a product of some value to them: an Internet website of a 15-MB capacity. Ruling – Section 175 of the Insurance Code defines a suretyship as a contract or agreement whereby a party. (4) expectation of profits.00 are incentives to down-line sellers to bring in other customers.. JR. (2) an investment of money.R. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. the following elements. petitioner advised respondent of the non-existence of the principal agreement as confirmed by Fumitechniks. As stated in the attached rider. the bond was in compliance with the requirement for the grant of a credit line with the respondent Chevron Philippines. of an obligation or undertaking in favor of a third party. Fumitechniks however informed the petitioner that it cannot submit the requested agreement since no such agreement was executed between them and respondent. interest in real estate. And notwithstanding the fact that the surety contract is secondary to the principal obligation. Here.000. Supreme Court.

including administrative complaints with the Office of the Bar Confidant. Whether or not the cash dividends held by Belson Securities constitute corporate assets of the Advent Capital that the rehabilitation court may. Atty. Atty. 2012 ABAD Facts – On July 16. Subsequently. Concepcion found that respondents Nicasio and Editha Alcantara owed Advent Capital P27. "at the end of each calendar quarter. beyond the terms of the contract. Moreover.50 in cash dividends that Belson held under the Alcantaras’ Trust Account.597.026. Erickson H. Ruling – Paragraph 9 of the Trust Agreement provides that Advent Capital could automatically deduct its trust fees from the Alcantaras’ portfolio. ADVENT CAPITAL AND FINANCE CORPORATION vs. it neither had possession nor control of the money it wanted to apply to its claim.59. could not claim any right or interest in the dividends generated by their investments since Advent Capital merely held these in trust for the Alcantaras. Danilo L. Necessarily. as Advent Capital’s rehabilitation receiver. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. these should have been deducted as they became due. Concepcion requested Belson Securities. Such non-compliance by the creditor (respondent) impacts not on the validity or legality of the surety contract but on the creditor’s right to demand performance. All rights reserved 2015 by Jurists Review Center Inc. No. it becomes necessary to examine the terms of the contract itself. and every doubt is resolved in favor of the solidary debtor. The latter. Issue – 1. Supreme Court. respondent as creditor must be held bound by the recital in the surety bond that the terms and conditions of its distributorship contract be reduced in writing or at the very least communicated in writing to the surety. the P7. Page 3 of 16 . they said.398. It cannot enforce its money claim by simply filing a motion in the 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. ALCANTARA G. the literal meaning of its stipulations shall control. It is basic that if the terms of a contract are clear and leave no doubt upon the intention of the contracting parties.R. the stipulations in such principal agreement must at least be communicated or made known to the surety particularly in this case where the bond expressly guarantees the payment of respondent’s fuel products withdrawn by Fumitechniks in accordance with the terms and conditions of their agreement. NICASIO I. the trustors-beneficiaries. Having accepted the bond. require to be conveyed to the rehabilitation receiver for his disposition. Unauthorized reproduction. ALCANTARA and EDITHA I. 2001 petitioner Advent Capital and Finance Corporation filed a petition for rehabilitation with the Regional Trial Court of Makati City. all it had against the Alcantaras was a claim for payment which is a proper subject for an ordinary action for collection. Concepcion was named as rehabilitation receiver. to determine whether petitioner is liable to respondent under the surety bond. As it happened. being an onerous undertaking. upon motion. 183050 / January 25. Having failed to collect the trust fees as stated in the contract. The bond specifically makes reference to a written agreement. to deliver to him. Inc. a surety agreement is strictly construed against the creditor." But the problem is that the trust fees that Advent Capital’s receiver was claiming were for past quarters. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN The extent of a surety’s liability is determined by the language of the suretyship contract or bond itself. The Alcantaras objected and claimed that the money in the trust account belonged to them under their Trust Agreement with Advent Capital. Atty. THESE NOTES ARE MEANT TO BE SHARED. at the time Advent Capital made its move to collect its supposed management fees. Upon audit of Advent Capital’s books.635. It cannot be extended by implication. Based on the stipulation. Thus. representing trust fees that it supposedly earned for managing their several trust accounts. use. Balmes.

and properties expressly authorized by law or incident to its existence. the petitioner. 2003. ROYALE SECURITY AGENCY (FORMERLY SCEPTRE SECURITY AGENCY) and CESAR S. TAN G. 2003. The petitioner. who was hired by Sceptre as a security guard. No. TIMOTEO H. Supreme Court. Sceptre’s Operation Manager. 2003. had been withdrawn because Royale had allegedly been replaced by another security agency. After several weeks of being in floating status. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN rehabilitation case for delivery of money belonging to the Alcantaras but in the possession of a third party. For reasons 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. On September 21. its creditors and other interested parties. Thereafter. Adversarial proceedings similar to that in ordinary courts are inconsistent with the commercial nature of a rehabilitation case. All rights reserved 2015 by Jurists Review Center Inc. 2012 REYES Facts – On June 20. SARONA vs. the petitioner was informed that his assignment at WWWE. attributes. The petitioner was also asked to fill up Royale’s employment application form. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. It possesses the right of succession and such powers. Whether or not Royale’s corporate fiction should be pierced for the purpose of compelling it to recognize the petitioner’s length of service with Sceptre and for holding it liable for the benefits that have accrued to him. Ruling – A corporation is an artificial being created by operation of law. albeit for a short period from September 22 to 30 2003. the petitioner was transferred and assigned to Wide Wide World Express. In the first place. Unauthorized reproduction. Balmes. the Interim Rules do not exempt a company under rehabilitation from availing of proper legal procedure for collecting debt that may be due it. the petitioner was assigned at Highlight Metal Craft. On September 17. however. general manager of Sceptre. including administrative complaints with the Office of the Bar Confidant. Rehabilitation proceedings are summary and non-adversarial in nature. The latter must be resolved quickly and expeditiously for the sake of the corporate debtor. to submit a resignation letter as the same was supposedly required for applying for a position at Royale. 185280 / January 18. as well as from any other legal entity to which it may be related. THESE NOTES ARE MEANT TO BE SHARED. NLRC. Page 4 of 16 . He likewise learned that his fellow security guard was not relieved from his post.’s security agency. This prompted him to file a complaint for illegal dismissal. This is basic. the petitioner was once again assigned at Highlight Metal. Inc. Secondly. and do not contemplate adjudication of claims that must be threshed out in ordinary court proceedings. It has a personality separate and distinct from the persons composing it.R. Inc. use. Inc. Issue – 1. Court records show that Advent Capital had in fact sought to recover one of its assets by filing a separate action for replevin involving a car that was registered in its name. was asked by Karen Tan. Inc. Equally well-settled is the principle that the corporate mask may be removed or the corporate veil pierced when the corporation is just an alter ego of a person or of another corporation. Thereafter he was subsequently informed by Royale’s Security Officer that he would no longer be given any assignment per the instructions of Aida Sabalones-Tan. shortly discovered thereafter that Royale was never replaced as WWWE. Advent Capital cannot say that the filing of a separate action would defeat the purpose of corporate rehabilitation. Erickson H.

It has been held that not only the shipper. Thereafter. ASIAN TERMINALS. 2002. 2004. Whether or not the one-year prescriptive period for filing a suit under the COGSA applies to respondent arrastre operator. (ATI) for storage and safekeeping. Balmes. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN of public policy and in the interest of justice. but also the consignee or legal holder of the bill may invoke the prescriptive period. The shipment was insured with petitioner Insurance Company of North America against all risks. Issues – 1. It held that COGSA applies to this case. paid the consignee for the damage caused to the shipment as evidenced by the Subrogation Receipt dated January 8. 2012 PERALTA Facts – On November 9. Supreme Court. formally demanded reparation against respondent but failed to satisfy the same. one hundred eighty-five (185) packages of electrolytic tin free steel. The respondents cannot use the legal fiction of a separate corporate personality for ends subversive of the policy and purpose behind its creation or which could not have been intended by law to which it owed its being. call for a disregard of the corporate fiction. complete and in good order condition. The shipment was then turned over to the custody of respondent Asian Terminals. Erickson H. thus. by itself. The shipment arrived at Manila on November 19. They took advantage of their ascendancy over the petitioner and the latter’s lack of knowledge of his rights and the consequences of his actions. illegality or inequity committed against third persons Aida’s control over Sceptre and Royale does not. since the goods were shipped from a foreign port to the Philippines. 2002. a joint inspection of the said cargo was conducted and the examination report showed that an additional five (5) packages were found to be damaged and in bad order. 180784 / February 15. G. compelling Royale to credit and recognize the petitioner’s length of service with Sceptre. Macro-Lite Korea Corporation shipped to San Miguel Corporation. the COGSA does not mention that an 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. as insurer of the said cargo. No. INC. it was noted that seven (7) packages thereof were damaged and in bad order. Ruling – It is noted that the term "carriage of goods" under the law. however. INSURANCE COMPANY OF NORTH AMERICA vs. the manner by which the petitioner was made to resign from Sceptre and how he became an employee of Royale suggest the perverted use of the legal fiction of the separate corporate personality. The petitioner. petitioner. Inc. THESE NOTES ARE MEANT TO BE SHARED. Unauthorized reproduction. All rights reserved 2015 by Jurists Review Center Inc. However.R. However. it can be inferred that the period of time when the goods have been discharged from the ship and given to the custody of the arrastre operator is not covered by the COGSA. the corporate veil will justifiably be impaled only when it becomes a shield for fraud. the carrier and the ship may put up the defense of prescription if the action for damages is not brought within one year after the delivery of the goods or the date when the goods should have been delivered. Page 5 of 16 . Under the COGSA. On November 29. prior to the last withdrawal of the shipment. 2002 but when was discharged therefrom. including administrative complaints with the Office of the Bar Confidant. use. Petitioner filed an action for damages with the RTC of Makati City. covers the period from the time when the goods are loaded to the time when they are discharged from the ship. It is undisputed that the petitioner tendered his resignation and that he applied at Royale on the impression they created that these were necessary for his continued employment. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. The respondents’ scheme reeks of bad faith and fraud and compassionate justice dictates that Royale and Sceptre be merged as a single entity. the trial court dismissed the complaint on the ground that the petitioner’s claim was already barred by the statute of limitations.

2. MA. a civil engineer and manager of a construction company. including administrative complaints with the Office of the Bar Confidant. It is and was incumbent upon petitioner Sy to read the insurance contracts. Court of Appeals: It may be true that x x x insured persons may accept policies without reading them. No. and this can be reasonably expected of him considering that he has been a businessman since 1965 and the contract concerns indemnity in case of loss in his money-making trade of which important consideration he could not have been unaware as it was precisely the reason for his procuring the same. As the Court said in New Life Enterprises v. Unauthorized reproduction. he suffered from diabetes mellitus and was taking insulin. this is not without any exception. Manuel is not unschooled that the Court must come 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. Supreme Court. filed a claim with Philam Plans for the payment of the benefits under her husband’s plan. 1998. hence. Under the master policy. Page 6 of 16 . Eleven months later or on September 15. his beneficiary was to instead receive the proceeds of the life insurance. FLORENDO vs. LOURDES S. declining her claim.R. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN arrastre operator may invoke the prescriptive period of one year. Aside from pension benefits. The same may be said of Manuel. it does not cover the arrastre operator. he certified that he wrote all the information stated in it or had someone do it under his direction. CELESTE ABCEDE G. and that this is not negligence per se. 1999 Philam Plans wrote Lourdes a letter. especially if it creates rights and obligations affecting him. Inc. All rights reserved 2015 by Jurists Review Center Inc. Erickson H. beneficiary Lourdes Florendo. if the plan holder died before the maturity of the plan. But.. On May 3. he adopted as his own the written representations and declarations embodied in it. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. II. Whether or not Philam Plans’ approval of Manuel’s pension plan application and acceptance of his premium payments precluded it from denying Lourdes’ claim. Issues – 1. the assumption is that he has never been treated for the said illnesses in the last five years preceding his application. Manuel signed the application and left to Perla the task of supplying the information needed in the application. Manuel forgot that in signing the pension plan application. 3. When Manuel signed the pension plan application. PHILAM PLANS. after some convincing by respondent Perla Abcede. use. Subsequently. Whether or not Manuel Florendo is guilty of concealment when he signed the policy and failed to provide answer to the question regarding the ailments he suffered from. before signing the same. 1997 Manuel Florendo filed an application for comprehensive pension plan with respondent Philam Plans. Balmes. Manuel died of blood poisoning. 186983 / February 22. the comprehensive pension plan also provided life insurance coverage to Florendo. PERLA ABCEDE MA. It is clear from these representations that he concealed his chronic heart ailment and diabetes from Philam Plans. Further. He could be expected to know that one must read every document. Philam Life found that Manuel was on maintenance medicine for his heart and had an implanted pacemaker. INC. 2012 ABAD Facts – On October 23. Since Manuel signed the application without filling in the details regarding his continuing treatments for heart condition and diabetes. Whether or not the insured is bound by the failure of respondents to declare the condition of Manuel’s health in the pension plan application. THESE NOTES ARE MEANT TO BE SHARED. Ruling – I. equivalent to the pre-need price.

time or thrift account or which is evidenced by its certificate of deposit.T. it is apparent that they both did not incorporate a separate domestic corporation to represent its business interests in the Philippines. Unauthorized reproduction. as such. All rights reserved 2015 by Jurists Review Center Inc. Since Manuel died on the eleventh month following the issuance of his plan. 2012 MENDOZA Facts – In 1977 and 1979. savings. Whether or not the funds placed in the Philippine branch by the head office and foreign branches of Citibank and BA are insurable deposits under the PDIC Charter and. covered by Certificates of Dollar Time Deposit that were interest-bearing with corresponding maturity dates. It could reasonably be expected that he would not trifle with something that would provide additional financial security to him and to his wife in his twilight years. Philam Plans was not barred from questioning Lourdes’ entitlement to the benefits of her husband’s pension plan.311. Erickson H.163. in which case such subsidiary would have its own separate and independent legal personality to conduct business in the country. Thus. received from its head office and other foreign branches a total of P11. are subject to assessment for insurance premiums. These funds were not reported to PDIC as deposit liabilities that were subject to assessment for insurance. Supreme Court. G. THESE NOTES ARE MEANT TO BE SHARED. in the course of its banking business. Moreover. As such PDIC assessed Citibank and BA for deficiency premium assessments for dollar deposits. It discovered that the respondents. Page 7 of 16 . 170290 / April 11. checking. and BANK OF AMERICA. respectively. N. and simply obtain a license to do business in the Philippines. In the alternative.A. which would not be a legally independent unit. Their Philippine branches are. being one and the same entity. In the case of Citibank and BA. merely branches.923. Ruling – The Court begins by examining the manner by which a foreign corporation can establish its presence in the Philippines. and trust funds held by such bank whether retained or deposited in any department of said bank or deposit in another bank. The comprehensive pension plan that Philam Plans issued contains a one-year incontestability period. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. use. Citibank and BA. It may choose to incorporate its own subsidiary as a domestic corporation.R. S. No. that any obligation of a bank which is payable at the office of the bank located outside of the Philippines shall not be a deposit for any of the purposes of this Act or included as part of the total deposits or of the 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. PDIC conducted an examination of the books of account of respondents Citibank and Bank of America (BA). the one-year incontestability period has not yet set in. Consequently. PHILIPPINE DEPOSIT INSURANCE CORPORATION vs. Pursuant to Section 3(f) of the PDIC Charter: Sec. Balmes.10 in dollars. together with such other obligations of a bank as the Board of Directors shall find and shall prescribe by regulations to be deposit liabilities of the Bank. III. it may create a branch in the Philippines. the funds placed by the respondents in their respective branches in the Philippines should not be treated as deposits made by third parties subject to deposit insurance under the PDIC Charter. CITIBANK. The policy’s incontestability clause precludes the insurer from disowning liability under the policy it issued on the ground of concealment or misrepresentation regarding the health of the insured after a year of its issuance. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN to his succor. & N.00 and P629.908.A. Issue – 1. 3(f) The term "deposit" means the unpaid balance of money or its equivalent received by a bank in the usual course of business and for which it has given or is obliged to give credit to a commercial. Provided.869. without a separate legal personality from their parent company. as the name implies. including administrative complaints with the Office of the Bar Confidant.

171995 / April 18. 2. and engaged in the manufacture of office furniture with dealers worldwide. The appointment of a distributor in the Philippines is not sufficient to constitute "doing business" unless it is under the full control of the foreign corporation. (DISI) is a corporation existing under Philippine Laws and engaged in the furniture business. Steelcase filed a complaint for sum of money against DISI alleging. THESE NOTES ARE MEANT TO BE SHARED. The business relationship continued smoothly until it was terminated sometime in January 1999 after the agreement was breached with neither party admitting any fault. distribute. Inc. entering into a dealership agreement with Steelcase charged DISI with the knowledge that Steelcase was not licensed to engage in business activities in the Philippines. DISI would nonetheless be estopped from challenging the former’s legal capacity to sue. INC. vs.000.R. excluded from assessment. Steelcase and DISI orally entered into a dealership agreement whereby Steelcase granted DISI the right to market. Steelcase cannot be considered to be doing business in the Philippines by its act of appointing a distributor II. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. STEELCASE.00. the latter cannot be considered to be doing business in the Philippines. All things considered. including administrative complaints with the Office of the Bar Confidant. Provided further. Whether or not DISI is estopped from challenging the Steelcase’s legal capacity to sue. This Court has carefully combed the records and found no proof that. is a foreign corporation existing under the laws of Michigan. Inc. 2012 MENDOZA Facts – Petitioner Steelcase. As a result. the Court finds that the funds in question are not deposits within the definition of the PDIC Charter and are. United States of America. Unquestionably. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN insured deposits. it has been sufficiently demonstrated that DISI was an independent contractor which sold Steelcase products in its own name and for its own account. In the case at bench. No. On January 18. sell. including the distribution of furniture. INC. Supreme Court. It should be kept in mind that the determination of whether a foreign corporation is doing business in the Philippines must be judged in light of the attendant circumstances. DESIGN INTERNATIONAL SELECTIONS. G. and service its products to end-user customers within the Philippines. use. Erickson H. Issues – 1. thus. for its own name and its own account. Whether or not Steelcase is doing business in the Philippines without a license. If indeed Steelcase had been doing business in the Philippines without a license. Balmes. other than those of the foreign corporation. Steelcase is an unlicensed foreign corporation NOT doing business in the Philippines. Ruling – I. On the other hand. it is undisputed that DISI was founded in 1979 and is independently owned and managed by the spouses Leandro and Josephine Bantug. if the distributor is an independent entity which buys and distributes products. Page 8 of 16 . among others. DISI also distributed products of other companies including carpet tiles. [Emphasis supplied] All things considered. Unauthorized reproduction. 1999. In addition to Steelcase products. It was only towards the latter part of 1998 that DISI deemed it necessary to inform Steelcase of the impropriety of the conduct of its 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. Respondent Design International Selections. install. that DISI had an unpaid account of US$600. Sometime in 1986 or 1987. All rights reserved 2015 by Jurists Review Center Inc. from the inception of the dealership agreement in 1986 until September 1998. relocatable walls and theater settings. that any insured bank which is incorporated under the laws of the Philippines may elect to include for insurance its deposit obligation payable only at such branch. DISI even brought to Steelcase’s attention that it was improperly doing business in the Philippines without a license.

LIM and ANDREW Q. including administrative complaints with the Office of the Bar Confidant. partnership or association and the State in so far as its franchise." the jurisdiction over which used to belong to the Securities and Exchange Commission. pursuant to Section 5b of P. partners or associates themselves.00 for the sale and delivery of its products under their special credit arrangement. Lim and Andrew Q. No. the marketing aspect of the project. use. petitioners. Erickson H." Based on the foregoing definition. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. among which was the Phoenix Heights Condominium. INC.2 of Republic Act No. GO. No. Respondent Distinction Properties Development and Construction. among others. 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. In August 2008. PACIFICO Q. as amended by Section 5. PHCC’s acts as a body corporate. filed a complaint before the HLURB against DPDCI for unsound business practices and violation of the MDDR. therefore. Balmes. G. be noted that DISI only raised the issue of the absence of a license with Steelcase after it was informed that it owed the latter US$600. An intra-corporate controversy is one which "pertains to any of the following relationships: (1) between the corporation.D. All rights reserved 2015 by Jurists Review Center Inc. LIM vs. but transferred to the courts of general jurisdiction or the appropriate Regional Trial Court. partnership or association and its stockholders. 2012 MENDOZA Facts – Philip L. By acknowledging the corporate entity of Steelcase and entering into a dealership agreement with it and even benefiting from it. which was filed with the Registry of Deeds. Whether or not HLURB has jurisdiction over the instant case? Ruling – Considering that petitioners. Pacifico Q. they are assailing. in effect. partners. petitioner Pacifico Lim. 194024 / April 25. partnership or association and the public. are ultimately challenging the agreement entered into by PHCC with DPDCI. (2) between the corporation. partakes the nature of an "intra-corporate controversy. Issue – 1. the sale of the units and the release of flyers and brochures. Phoenix Heights Condominium Corporation (PHCC) was formally organized and incorporated. one of the incorporators and the then president of DPDCI. Page 9 of 16 . members or officers. THESE NOTES ARE MEANT TO BE SHARED. As the developer. permit or license to operate is concerned. however. (3) between the corporation. executed a Master Deed and Declaration of Restrictions (MDDR) of Phoenix Heights Condominium.000. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN business without the requisite Philippine license. Unauthorized reproduction. 902-A. engaged in the development of condominium projects. PHILIP L.R. Inc. (DPDCI) is a corporation existing under the laws of the Philippines. 8799. for being between a condominium corporation and its members-unit owners. DISI is estopped from questioning Steelcase’s existence and capacity to sue. there is no doubt that the controversy in this case is essentially intra-corporate in character. and (4) among the stockholders. DISTINCTION PROPERTIES DEVELOPMENT AND CONSTRUCTION. Lim are registered individual owners of condominium units in Phoenix Heights Condominium. Thereafter. DPDCI undertook. Supreme Court. It was incorporated as a real estate developer. In February 1996. They alleged that DPDCI committed misrepresentation in their circulated flyers and brochures as to the facilities or amenities that would be available in the condominium and failed to perform its obligation to comply with the MDDR. Go. This action. It should. who are members of PHCC. as condominium unit-owners.

They were enroute from Sorsogon to Cubao. Supreme Court. 2001. and (b) Travel and Tours Advisers. All rights reserved 2015 by Jurists Review Center Inc. and NAPOLEON O. MA. use. including administrative complaints with the Office of the Bar Confidant. and that petitioner was a corporation entirely different from Travel & Tours Advisers. specifically: – (a) documents submitted by petitioner in the RTC showing that William Cheng. that petitioner had not been made a party to the previous civil case. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. collided with a passenger jeepney coming from the opposite direction. protect fraud or defend crime. who claimed to be the operator of Travel and Tours Advisers. against the officers and 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. had been known in Sorsogon as Goldline. Inc. for the reason that whenever necessary for the interest of the public or for the protection of enforcement of their rights. KUN. Camarines Sur. in relation to P. LAMBERTO C. Inc. Concepcion Lacsa and her sister. Quezon City. were one and the same entity. was also the President/Manager and an incorporator of the petitioner. Truly. the notion of legal entity should not and is not to be used to defeat public convenience. The RTC had sufficient factual basis to find that petitioner and Travel and Tours Advisers. The judgment became final and was partially executed.R. No. Ma. 1999. Whether or not petitioner Gold Line Tours Inc. THESE NOTES ARE MEANT TO BE SHARED. 115. boarded a Goldline passenger bus owned and operated by Travel &Tours Advisers. NWW-883 was levied. Miriam Lacsa.. Ruling – This Court is not persuaded by the proposition of the third party claimant that a corporation has an existence separate and/or distinct from its members insofar as this case at bar is concerned.R. this fiction of law could not be employed to defeat the ends of justice. Upon reaching the highway at Barangay San Agustin in Pili. a tourist bus bearing Plate No. petitioner Gold Line Tours Inc. Erickson H. No. a metal part of the jeepney was detached and struck Concepcion in the chest. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN GOLD LINE TOURS. Page 10 of 16 . As a result. NESTOR C. liable for damages in violation of the contract of carriage. INC. paragraph 1(b) of the Revised Penal Code. Balmes. Unauthorized reproduction. Inc. GARCIA G. is an independent entity from Travel & Tours Advisers. justify wrong. HEIRS OF MARIA CONCEPCION LACSA G. 159108 / June 18. vs. Inc. ESTELITA P. On April 20. The RTC found the Travel & Tours Advisers.D. the Goldline bus. 166884 / June 13. Inc. The RTC thus rightly ruled that petitioner might not be shielded from liability under the final judgment through the use of the doctrine of separate corporate identity. ANGELES-PANLILIO. 2012 BERSAMIN Facts – On August 2. PEREZ. Inc. asserting that the levied tourist bus be returned to petitioner because it was the owner. causing her instant death. submitted a verified third party claim. 2012 BRION Facts – On June 7. Inc. LAND BANK OF THE PHILIPPINES vs. 1993. Issue – 1. Land Bank of the Philippines filed a complaint for Estafa or violation of Article 315.

The petitioner alleged that they extended a credit accommodation to ACDC through the execution of an Omnibus Credit Line Agreement on October 29. with a total principal amount of P52. 115.. Erickson H. We note in this regard that at the onset of these transactions. they were aware of the fact that there was no way they could recover the buildings or constructions for which the materials subject of the alleged trust receipts had been used.. The respondents. 2012 SERENO Facts – On 28 June 2001. as officers and representatives of ACDC. In various instances. INC. executed trust receipts in connection with the construction materials. Balmes.. who can only be compelled to return the materials if they fail to pay the contractor and often only after the requisite legal proceedings. LBP had in fact authorized the delivery of the materials on the construction sites for these projects. MIRAMAR FISHING CO. No. it is not a trust receipt transaction penalized under Section 13 of P. But the goods and the materials that are used for a construction project are often placed under the control and custody of the clients employing the contractor. Unauthorized reproduction. these finished products – if not the raw materials or their components – similarly remain in the possession of the trustee until they are sold. goods sold in retail are often within the custody or control of the trustee until they are purchased. (Mar Fishing). AL. The trust receipts matured. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. Ruling – In all trust receipt transactions. use. we noted in Colinares v.R. RAMIREZ ET. whether raw or processed. Issue – 1. both obligations on the part of the trustee exist in the alternative – the return of the proceeds of the sale or the return or recovery of the goods. the only obligation actually agreed upon by the parties would be the return of the proceeds of the sale transaction.D. ROBERT BUEHS AND JEROME SPITZ G. before the City prosecutor’s Office in Makati City. This transaction becomes a mere loan. (Miramar). Supreme Court. INC. as seen in the letters of credit it attached to its complaint. Inc. as soon as the bank demands them. Indeed.32. including administrative complaints with the Office of the Bar Confidant.344. engaged in the business of fishing and canning of tuna.. where the borrower is obligated to pay the bank the amount spent for the purchase of the goods. Inc. MAR FISHING CO. in concluding that the transaction was a loan and not a trust receipt. All rights reserved 2015 by Jurists Review Center Inc. THESE NOTES ARE MEANT TO BE SHARED. Thus. Clearly. Page 11 of 16 . ACDC used the Letters of Credit/Trust Receipts Facility of the Agreement to buy construction materials. When both parties enter into an agreement knowing that the return of the goods subject of the trust receipt is not possible even without any fault on the part of the trustee. The proceeds of the sale were paid to the Trade and Investment Corporation of the Philippines to cover Mar Fishing’s outstanding obligation. sold its principal assets to co-respondent Miramar Fishing Co.096. We pointed out that the borrowers were not importers acquiring goods for resale. a corporation incorporated under Philippine law and engaged in the construction business. In the case of materials used in the manufacture of finished products.. VIVIAN T. but ACDC failed to return to LBP the proceeds of the construction projects or the construction materials subject of the trust receipts. disqualify them from being covered by trust receipt agreements. 168208 / June 13. In view of that transfer. Whether or not the disputed transaction is covered by Trust Receipts Law.. CA that the industry or line of work that the borrowers were engaged in was construction. LBP knew that ACDC was in the construction business and that the materials that it sought to buy under the letters of credit were to be used for the construction site of two government projects. respondent Mar Fishing Co. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN representatives of Asian Construction and Development Corporation (ACDC). Mar Fishing issued 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. vs. 1996. The contractor’s difficulty and uncertainty in claiming these materials (or the buildings and structures which they become part of).

Supreme Court. namely. Consequently. based on the marked differences in their stock ownership. petitioners filed Complaints for illegal dismissal with money claims before the Arbitration Branch of the National Labor Relations Commission. Unfortunately. LEGASPI TOWERS 300. protect a fraud. On 29 October 2001 or merely two days prior to the month’s end. the incumbent Board of Directors. 170783 / June 18. including administrative complaints with the Office of the Bar Confidant. the alleged take-over by Miramar of Mar Fishing’s operations and the evident similarity of their businesses. ARLENEDAL A. it bears emphasizing that since piercing the veil of corporate fiction is frowned upon. Mar Fishing’s labor union and Miramar entered into a Memorandum of Agreement. the fact that Mar Fishing’s officers remained as such in Miramar does not by itself warrant a conclusion that the two companies are one and the same. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN a Memorandum informing all its workers that the company would cease to operate by the end of the month. Inc. those who seek to pierce the veil must clearly establish that the separate and distinct personalities of the corporations are set up to justify a wrong. INC. Whether or not Mar Fishing Co. petitioners were legally dismissed for authorized cause. on the day of election. shall absorb Mar Fishing’s regular rank and file employees whose performance was satisfactory. 2012 PERALTA Facts – Pursuant to the by-laws of Legaspi Towers 300. MUER. it notified the Department of Labor and Employment (DOLE) of the closure of its business operations. ROSANNA D. LILIA MARQUINEZ PALANCA. Balmes. Thereafter. Despite petitioners' insistence that no quorum was obtained during the annual meeting. By reason of the closure. petitioners. No. set the annual meeting of the members of the condominium corporation and the election of the new Board of Directors for the years 2004-2005. All rights reserved 2015 by Jurists Review Center Inc. are one and the same entity. THESE NOTES ARE MEANT TO BE SHARED. GLORIA DOMINGO and RAY VINCENT vs. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. and Marimar Fishing Co. At this point. The Agreement provided that the acquiring company. Thus. use. The group of respondents challenged the adjournment of the meeting. the mere showing that the corporations had a common director sitting in all the boards without more does not authorize disregarding their separate juridical personalities. This. Issue – 1. unfortunately. the petitioners. Having been found by the trial courts to be a separate entity. petitioners adjourned the meeting for lack of quorum. Indeed. AMELIA P. SALANDANAN G. the LA ordered Mar Fishing to give separation pay to its workers. TANCHOCO.. GODOFREDO M. YASUMA. were not hired or given separation pay by Miramar. As this Court held in Sesbreño v. Court of Appeals. without loss of seniority rights and privileges previously enjoyed. Inc. Page 12 of 16 . Unauthorized reproduction.R. SAMUEL M. respondents pushed through with the scheduled election and were elected as the new Board of Directors and officers of Legaspi Towers 300. or perpetrate a deception. who worked as rank and file employees. ROMEO TANKIANG. However. DOLORES AGBAYANI. CAGUIOA and EDGARDO M. considering that Miramar had already bought the tuna canning plant. Also. petitioners have failed to do. Neither can the veil of corporate fiction between the two companies be pierced by the rest of petitioners’ submissions. The Labor Arbiter found that Mar Fishing had necessarily closed its operations. Ruling – This Court sustains the ruling of the LA as affirmed by the NLRC that Miramar and Mar Fishing are separate and distinct entities.. Mar Fishing – and not Miramar – is required to compensate petitioners. RUDEL PANGANIBAN. 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. the back wages and retirement pay earned from the former employer cannot be filed against the new owners or operators of an enterprise. Erickson H. IMAI.

PARDO G. who pushed through with the election even if petitioners had adjourned the meeting allegedly due to lack of quorum. each stockholder is necessarily affected because the value of his interest therein would be impaired. or explain how Uy. composed of herein respondents.R. not the condominium corporation. The party-in-interest are the petitioners as stockholders. petitioners’ complaint seeks to nullify the said election. class suits. INC. Although in most every case of wrong to the corporation. Interco’s purchasing officer. Since it is the corporation that is the real party-in-interest in a derivative suit. which motion was denied. thus: Suits by stockholders or members of a corporation based on wrongful or fraudulent acts of directors or other persons may be classified into individual suits. not only would the theory of separate entity be violated. the derivative suit filed by petitioners in behalf of the condominium corporation in the Second Amended Complaint is improper. When the reliefs prayed for do not pertain to the corporation. EQUITABLE BANKING CORPORATION. whose rights to vote and to be voted upon were directly affected by the election of the new set of board of directors. this fact of itself is not sufficient to give him an individual cause of action since the corporation is a person distinct and separate from him. Where the wrong is done to a group of stockholders. and AUGUSTO L. Unauthorized reproduction. But where the acts complained of constitute a wrong to the corporation itself. Issue – 1. as where preferred stockholders' rights are violated. who wield such right to vote. then it is an improper derivative suit. the cause of action belongs to the corporation and not to the individual stockholder or member. his suit would be individual because the wrong is done to him personally and not to the other stockholders or the corporation. Petitioners seek the nullification of the election of the Board of Directors for the years 2004-2005. THESE NOTES ARE MEANT TO BE SHARED. and to protect and enforce their individual right to vote. the complaint for nullification of the election is a direct action by petitioners. All rights reserved 2015 by Jurists Review Center Inc. Supreme Court. Inc. Inc. Each check was crossed with the notation "account payee only" and was drawn against Equitable Banking Corporation. In payment for the above welding electrodes. including administrative complaints with the Office of the Bar Confidant. came into possession of these checks. Under the circumstances. Interco issued three checks payable to the order of SSPI. as plaintiff. (SSPI) sold welding electrodes to International Copra Export Corporation (Interco). which did not have the right to vote. Erickson H. SPECIAL STEEL PRODUCTS. Where a stockholder or member is denied the right of inspection. Ruling – A derivative suit must be differentiated from individual and representative or class suits. against respondents. 175350 / June 13. No. but there would be multiplicity of suits as well as a violation of the priority rights of creditors. and can and should itself sue the wrongdoer. Balmes. vs. Page 13 of 16 . a class or representative suit will be proper for the protection of all stockholders belonging to the same group. The records do not identify the signatory for these three checks. Otherwise. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. who were the members of the Board of Directors of the corporation before the election. 2012 DEL CASTILLO Facts – Respondent Special Steel Products. use. As stated by the Court of Appeals. who are the newly-elected Board of Directors. Whether or not a derivative suit is proper in the present case. Petitioners are the injured party. then the reliefs prayed for must be for the benefit or interest of the corporation. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN Petitioners filed a Complaint for the Declaration of Nullity of Elections and later on amended the complaint to implead Legaspi Towers 300. and derivative suits. The cause of action devolves on petitioners. Hence.

RIZAL COMMERCIAL BANKING CORPORATION VS. Erickson H. Sometime in 1990. SSPI reminded Interco of the unpaid welding electrodes. to ascertain whether the payee on the check has authorized the holder to deposit the same in a different account.R. the nature of crossed checks should place a bank on notice that it should exercise more caution or expend more than a cursory inquiry. 2012 SERENO Facts – Luz Bakunawa and her husband Manuel. Interco replied that it had already issued three checks payable to SSPI and drawn against Equitable. Equitable accepted the checks for deposit in Uy’s personal accounts and stamped "ALL PRIOR ENDORSEMENT AND/OR LACK OF ENDORSEMENT GUARANTEED" on their dorsal portion. are registered owners of six (6) parcels of land. the highest degree of diligence is expected." The fact that a person. Supreme Court. Unauthorized reproduction. It should have verified if the payee (SSPI) authorized the holder (Uy) to present the same in its behalf. offered to buy said lots. a certain Teresita Millan. with the promise that she will take care of clearing whatever preliminary obstacles there may be to effect a "completion of the sale". which is the "absence of or failure to exercise even slight care or diligence. SSPI denied receipt of these checks. In this connection. This expectation arises from the accepted banking practice that crossed checks are intended for deposit in the named payee’s account only and no other. The bank acceded to Uy’s demands on the assumption that Uy. As repeatedly emphasized. THESE NOTES ARE MEANT TO BE SHARED. Consequently. Whether or not Equitable Banking Corporation is guilty of gross negligence. made payable to SSPI’s order. No. Such misplaced reliance on empty words is tantamount to gross negligence. was acting pursuant to Interco’s orders. as the son-in-law of Interco’s majority stockholder. HI-TRI DEVELOPMENT CORPORATION AND LUZ R. use. Balmes. 192413 / June 13. Uy promptly withdrew the proceeds of the checks. it is important that banks should guard against injury attributable to negligence or bad faith on its part. that the named payee does not have an account with Equitable (hence. All rights reserved 2015 by Jurists Review Center Inc. At the very least. 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof. the trust and confidence of the public in it is of paramount importance. He demanded the deposit of the checks in his personal accounts in Equitable. In October 1991. other than the named payee of the crossed check. and contained the notation "account payee only. The bank also relied on Uy’s status as a valued client. Issue – 1. and high standards of integrity and performance are required of it. Ruling – The checks that Interco issued in favor of SSPI were all crossed." This creates a reasonable expectation that the payee alone would receive the proceeds of the checks and that diversion of the checks would be averted. the latter has no specimen signature of SSPI by which to judge the genuineness of its indorsement to Uy). Considering however. was presenting it for deposit should have put the bank on guard. BAKUNAWA G. including administrative complaints with the Office of the Bar Confidant. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. evincing a thoughtless disregard of consequences without exerting any effort to avoid them. the bank knowingly assumed the risk of relying solely on Uy’s word that he had a good title to the three checks. since the banking business is impressed with public interest. It is well to remember that “the banking system has become an indispensable institution in the modern world and plays a vital role in the economic life of every civilized society. Page 14 of 16 ." Equitable did not observe the required degree of diligence expected of a banking institution under the existing factual circumstances. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN The records only disclose that Uy presented each crossed check to Equitable on the day of its issuance and claimed that he had good title thereto. or the entire absence of care. or indorsed it to him. Thus.

use. respondents should have been informed that the deposit had been left inactive for more than 10 years. Nevertheless.29" for the intended purchase. 2008. petitioner confirms that the Manager’s Check was never negotiated or presented for payment to its Ermita Branch. Since the bank issues the check in its name. As I was with Moses. On April 30. the bank would then debit the amount to be paid to the holder of the check from the account of the depositor- drawer. including administrative complaints with the Office of the Bar Confidant. the check becomes the primary obligation of the issuing bank and constitutes its written promise to pay upon demand. or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. and that the allocated fund is still held by the bank. THESE NOTES ARE MEANT TO BE SHARED. so I will be with you. As a result.514. 1991. Unauthorized reproduction. After the check is accepted for payment. Spouses Bakunawa retained custody of RCBC Manager’s Check and refrained from canceling or negotiating it until the settlement of their case against Millan. in the name of the bank. Millan was not able to clear said obstacles. As a result. the assigned fund is deemed to remain part of the account of Hi-Tri. (Joshua 1: 5-6) 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof.019. Upon advice of their counsel. through their company. presentment of the check to the bank for payment did not occur. the bank becomes liable only after it accepts or certifies the check. the Spouses Bakunawa rescinded the sale and offered to return to Millan her downpayment.29-credit existing in favor of Rosmil" to the Bureau of Treasury as among its "unclaimed balances". and that it may be subjected to escheat proceedings if left unclaimed. against the bank itself. Here. 2003. for one reason or another.019. The doctrine that the deposit represented by a manager’s check automatically passes to the payee is inapplicable. On January 31. Typically. inquired from RCBC-Ermita the availability of the P1. There are checks of a special type called manager’s or cashier’s checks. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN Millan made a downpayment of "P 1. a named sum of money. Hence. Issue – 1. An order to debit the account of respondents was never made. the mere issuance of a manager’s check does not ipso facto work as an automatic transfer of funds to the account of the payee. On December 14. which procured the Manager’s Check. a Manager’s Check from RCBC-Ermita. because the instrument – although accepted in advance – remains undelivered. the check is deemed accepted in advance. the Hi-Tri Development Corporation took out on October 28. a manager’s or a cashier’s check is procured from the bank by allocating a particular amount of funds to be debited from the depositor’s account or by directly paying or depositing to the bank the value of the check to be drawn. Consequently. Erickson H. These are bills of exchange drawn by the bank’s manager or cashier. The issuance of the check does not of itself operate as an assignment of any part of the funds in the bank to the credit of the drawer. 2006. Since there was no delivery. payable to Millan’s company Rosmil Realty and Development Corporation. No one will be able to stand against you all the days of your life.29 under RCBC Manager’s Check. RCBC reported the "P 1.514. the Spouses Bakunawa. I will never leave you nor forsake you. with itself as the drawee.514. during the pendency of the case and without the knowledge of Hi-Tri and Spouses Bakunawa. Ordinarily. Supreme Court. the Republic filed an escheat proceeding covering the amount in RCBC’s Manager’s Check. However. Balmes.019. requesting the latter to pay a person named therein (payee) or to the order of the payee or to the bearer. the parties settled amicably. Manuel Bakunawa. Whether or not the mere issuance of a manager’s check work as an automatic transfer of funds to the account of the payee? Ruling – An ordinary check refers to a bill of exchange drawn by a depositor (drawer) on a bank (drawee). they were however dismayed when informed that the amount was already subject of the escheat proceedings before the RTC. Page 15 of 16 . In fact. All rights reserved 2015 by Jurists Review Center Inc.

Erickson H. Supreme Court. including administrative complaints with the Office of the Bar Confidant. Balmes. All rights reserved 2015 by Jurists Review Center Inc. THESE NOTES ARE MEANT TO BE SHARED. use. Page 16 of 16 . or dissemination is strictly prohibited and shall be prosecuted to the full extent of the law. Unauthorized reproduction. SHARING THEM IS A GOOD KARMA WAITING TO HAPPEN GOOD LUCK! GOD BLESS  ALL RIGHTS RESERVED Batangas City and Manila 2015 2015 Points to Ponder in Commercial Law for Jurists Bar Review Center by Prof.