Professional Documents
Culture Documents
CHATTEL MORTGAGE
Letter of credit
CODE OF COMMERCE
INSIDER — includes issuer, director, officer, government employee or any person who
has material information about the securities not generally available to the public.
MANIPULATED DEVICES
a. Short Sale — seller is not a dealer in securities
b. Wash Sale —sale of stocks or securities in stock trading resulting in no
change of beneficial ownership
c. “Done Through Transaction” — refers to a transaction where the
buying-selling broker places the order through another broker for the
account of his client.
d. “Over the Counter” — transactions made outside the stock trade.
SETTLED DOCTRINES
1. Doctrine of equivalents – infringement takes place if a device
appropriates a prior invention using the same means, functions and results.
2. Fair use principle – no infringement of copyrights under the following:
a. Criticism
b. Comments
c. News reporting
3. Theory of dilution – infringement of trademarks takes place under the
following:
a. Use of identical or confusingly similar trademarks
b. Damage
c. Public is misled
banking laws
DOSRI — can obtain loans and other financial accommodations upon approval of the
majority of directors provided that:
a. it does not exceed 5% of the capital and surplus of the bank;
b. waiver of secrecy of bank deposit law
Coverage: Deposits of all types such as savings, time, current, and demand.
SAFETY DEPOSIT BOX IS COVERED by a Contract of Bailment.
Amount Insured —P500,000.00; and this may cover all types of deposit made by one
depositor. Exclude trust fund and money market placement.
ALL DEPOSITS of whatever nature are confidential except in the following cases
BALIW-GERC
B— RIBERY cases or dereliction of duty
A— NTI GRAFT AND CORRUPT PRACTICES ACT
L— ITIGATION (subject)
I— MPEACHMENT cases
W— AIVER
G— ROSS ESTATE
E— XAMINATION of suspicious deposits
R— EPORTING of suspicious transactions by covered institutions
C— OMPROMISE tax liability on the ground of financial incapacity
Petition for freeze order should be reolved within 24 hours. Valid for 20
days but defendant can file motion to lift freeze order which should be
resolved within the 20 day freeze order period.
PRIVATE CORPORATION LAW
Exception: Libel, slander or defamation cases (Art. 2219 (7), Civil Code)
Reasons:
1. MIAA has capital stock but it is not divided into shares of stock. MIAA has
no stockholders or voting shares. Hence, MIAA is not a stock corporation.
2. MIAA is not a non-stock corporation because it has members.
8. Treasury stocks
a. not entitled to dividends
b. no voting rights
c. can be disposed of at a reasonable price
Reason:
This is based upon the principle that where the director is so employed in the
service of a rival company, he cannot serve both, but must betray one or the other.
Sound principles of corporate management counsel against sharing sensitive
information with a director whose fiduciary duty to loyalty may well require that he
disclose this information to a competitive rival.
15. Certificate of stock may be issued only upon full payment of subscription
price
16. WATERED STOCK — one which is issued less than the par value
(TRICK: It shall be determined at the time of issuance NOT discovery)
Decided Case:
The stockholders and the creditors of a corporation have the right to file a
petition for corporate liquidation in case the board fails to liquidate the same and there
is no such receiver or trustee appointed for that purpose.
22. Voting Trustee has all the rights over that shares of stock. The term
of the voting trust agreement is five (5) years.
Exception:
The five (5) year term does not apply if it is made as a condition in a
loan contract.
24. THREE FOLD DUTIES of the Directors, Officer and Trustee OLD
a. Obedience
b. Loyalty
c. Diligence
IMPLIED POWERS — powers which are REASONABLY necessary to carry out the
purpose of the corporation
RESIDUAL POWERS of the corporation are powers which may be exercised by them
relative to certain corporate proposals. Stockholders under such power are not totally
deprived of their power to participate in the management of corporate affairs.
40. Doctrine of appraisal right: may be exercised on the following cases: MISA
a. merger/consolidation
b. investment in another corporation
c. sale of all corporate assets/properties
d. amendment to the articles of incorporation which may include to extend/
shorten corporate term
46. Corporation may acquire its own shares of stocks for legitimate purposes
such as: CPE
a. Collect or compromise indebtedness
b. Pay dissenting stockholders
c. Eliminate fractional shares
5. Holder in due course must acquire title to the instrument thru negotiation.
Exception: A showing of commercial bad faith on the part of the drawee bank,
or any transferee of the check. Commercial bad faith is present if the transferee
of the check acts dishonestly, and is party to the fraudulent scheme.
12. Presentment for payment and notice of dishonor are required to make
drawer and indorsers personally liable EXCEPT:
a. if the drawer or indorser has no right to expect that the instrument will be
paid upon presentment;
b. after the exercise of reasonable diligence;
c. waiver
16. If the instrument is worded “I/WE” or “either of us”, the liability is solidary
19. Holder of a crossed bank check must inquire into the indorser’s title,
otherwise he is not qualified as a holder in due course
EFFECTS OF CROSSING CHECK: NOW
a. Not for encashment, but is for deposit
b. Negotiated only once
c. Warning
20. COLLECTING BANK is liable on a check under these two cases:
a. Check bears the forged signature of the payee
b. Materially altered check
23. MINOR-PAYEE is not liable on the instrument but the negotiation is VALID.
INSURANCE
1. PRINCIPLES
P — Personal Contract
I — Contract of Indemnity
G — Good faith
A — Contract of Adhesion, because the ambiguity shall be liberally
construed in favor of the insured.
Decided Case: Lessor cannot recover the proceeds of property insurance secured by
the lessee notwithstanding stipulation to that effect.
4. BENEFICIARY
RULES:
a. He/she must be a qualified donee
b. Not a common law wife, because a common law wife is disqualified
c. Legal wife, the one entitled thereto
d. 1st wife, 2nd wife: if the 2nd wife is in good faith and not aware of the
existence of the first marriage, the court ruled 50/50% - 1st wife 50%; 2nd
wife 50%.
e. In property insurance, the beneficiary must have insurable interest but in
life insurance, the beneficiary need not have insurable interest
GROUNDS: VEIN
a. vicious fraud
b. excepted risk
c. no insurable interest
d. non-payment
9. PREMIUM
RULE: No premiums paid, no insurance, consequently, no recovery of claims
may be had
EXCEPTIONS:
a. acknowledgment of receipt of such premium
b. in the case of life and industrial life policies, because of the one-month or
30-day grace period
c. installment payment
d. 60 to 90 day credit term
RETURN OF PREMIUMS
a. Surrender of policy
b. Voidable on account of insurer’s fraud or misrepresentation
c. Over insurance
d. Not exposed to the risk
13. CONSTRUCTIVE LOSS more than 2/3 of the value + factual loss +
notice to the insurer + abandonment
TRANSPORTATION LAW
4. Common carriers are not liable under the ff. instance: PONEDO
P— public enemy (act)
O— order of competent authority
N— natural calamity
E— exercised extra ordinary diligence
D— defect in the packing
O— omission of the shipper
9. BILL OF LADING—
a. Commercial document
b. Receipt of goods
c. Evidence of the existence of the contract of carriage of goods
Rules:
a. no liability arising from negligence of the agent — valid stipulation
b. unqualified limitation — void stipulation
c. qualified liability — valid stipulation
14. Error in extremis —the last clear chance rule is not applicable. This
may occur under the following situation:
a. The faultless vessel is in the third zone of collision
b. the vessel at fault is in the second zone of collision
16. Arrivals under distress may occur under the following instances: LAW
a. Lack of provisions
b. Accident in the sea
c. Well founded fear of seizure
19. Heirs of crew of the vessel have preferential right over the proceeds of the
vessel.
Conditions: CATA
a. It must be made in writing by the Captain/master
b. Accident, in the nature of collision or allision
c. Within Twenty hours
d. Lodged before competent Authority
21. Jettison PSC
Conditions:
a. Proper formalities must be complied with
b. deliberate Sacrifice of goods
c. presence of Common danger
COGSA
2. Requirements CPP
a. Citizen or corporation 60% owned by citizens of the Philippines
b. Public necessity
c. Public interest
TRUST RECEIPT
Failure to turn over to the entrustor the proceeds of the sale covered by delivery
trust receipt constitutes estafa. The Supreme Court said it is an offense malum
prohibitum. The purpose is to punish dishonesty and abuse of confidence. Hence, the
constitutional prohibition against imprisonment for non-payment of debt is not
applicable.
The entrustee is liable for loss of the goods because he is obligated to insure
the same. The doctrine of res perit domino does not apply. Transfer of goods by the
entrustee confers ownership upon the buyer. This is an exception to the rule that no
one can dispose of the thing which he does not own.
Res perit domino- The thing is lost to the owner. This phrase is used to express that
when a thing is lost or destroyed, it is lost to the person who was the owner of it at the
time. For example, an article is sold; if the seller have perfected the title of the buyer so
that it is his, and it be destroyed, it is the buyer's loss; but if, on the contrary, something
remains to be done before the title becomes vested in the buyer, then the loss falls on
the seller
Coverage:
Sale on credit, installment, loan, lease with option to buy. The Supreme Court
said it covers banks and non-bank financial intermediaries, authorized to engage in
quasi-banking activities.
Purpose:
To protect a debtor from the effects of misrepresentation or concealment
Requirements: CARD
a. Cash price;
b. Amount credited if on installment;
c. Recital of finance charges;
d. Difference between cash and installment price