San Beda University

College of Law

DEPARTMENTAL COURSE SYLLABUS

COURSE TITLE: BUSINESS ORGANIZATION I

COURSE CREDIT: 3 UNITS
COURSE PREREQUISITE/S: NONE
FACULTY MEMBERS:
TERM/ACADEMIC YEAR: SECOND SEMESTER - SCHOOL YEAR 2020-2021
COURSE DELIVERY MODE: FULL ON-LINE

COURSE DESCRIPTION:

A comprehensive study of the basic concepts, principles, rules and jurisprudence

on Business Organization I, which consist of the three (3) special contracts Agency,
Trust and Partnership, their nature, essential elements, characteristics, and
distinctions and inter-relationship with other contracts.

COURSE GOALS: Expected College of Law Graduate Attributes (ELGAs)

Know and understand the nature, elements and characteristics of the special
contracts of Agency, Trust and Partnership, the provisions of the Civil Code of the
Philippines governing them, and their basic concepts and principles, and develop
and enhance critical and analytical thinking, effective written and oral
communication, logical reasoning, and sound judgment, and exercise of proper
professional and ethical responsibilities.

LEARNING OBJECTIVES/OUTCOMES (LOs):

Upon completion of the Business Organization I, the student is expected to be able to:

Expected College of
Law Graduate LEARNING OUTCOMES (LOs)
Attributes (ELGAs)
Critical and analytical LO1. Explain, during class recitation and discussion, the basic
thinking concepts, essential elements and characteristics of Agency, Trust and
Effective in written and Partnership.
oral communication
Logical reasoning LO2. Study and analyze the provisions of the provisions of the Civil
Sound judgment Code of the Philippines and prevailing jurisprudence on Agency,
Exercise of proper Trust and Partnership and their practical application in business and
professional and ethical contractual transactions.
responsibilities
 LO3. Demonstrate competence in identifying legal issues and
anticipate the possible formulation of issues by the opposing party in
simulated scenarios relating to Agency, Trust and Partnership.

LO4. Utilize legal research tools to gather information and synthesize

rules on Agency, Trust and Partnership from law, jurisprudence, and
various authorities and recognize and resolve possible conflicts
between legal authorities.

ASSESSMENT/GRADING SYSTEM:

The student will be graded according to the following:

Percentage
(Weight is based
Scope of Work
Requirements (Based on the Learning Outcomes) on the
(Individual)
importance of
the LO)
LO1 Class recitations, Quizzes, Case Digests, Individual
LO2 and discussion Individual
LO3 Individual
LO4 - - Research Paper, Case Study Individual/
Group

Class standing before Midterms Individual 16.67%

Midterm Exams Individual 16.67%
Class Standing after Midterms Individual 33.33%
Final Exams Individual 33.33%
TOTAL 100

LEARNING PLAN:

The primary method of instruction in this course is independent learning. At the heart of this
pedagogical system, you must follow your own schedule in reading the assigned codal provisions,
annotations/textbooks, and cases. You are then expected to make a commitment to finish all
assignments, quizzes, and activities and contribute to discussion forums in each module. So, plan
to log–on to the course site regularly, complete the module assignments, read whatever will be
posted by your instructor and your classmates, and post a substantive response.

Further, given that the Socratic method has been proven to be the most effective in developing
law students' power of analysis, reasoning ability, and facility of expression, your attendance and
active participation during our face-to-face sessions where you will be called upon to recite are
required. A link to our recurrent *Zoom meetings will be sent through Canvas inbox and/or to your
beadle through viber.

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Course Introduction
Ÿ Course overview Syllabus 8 to 12 Lecture
Ÿ Course assignments February Discussion
Ÿ Course requirements 2021

MODULE 1: • Textbooks
• Articles 1868 to 1883 Book V, 15 to 19 Ÿ Recitation
I. Agency: Nature, Form Civil Code of the Philippines February Ÿ Case
and Kinds • Supreme Court Decisions: 2021 study
• Concept, Purpose, Ÿ Discussio
Essential Elements & 1. Rallos v. Felix Go Chan & Sons n/lecture
Parties Realty Corp., G.R. No. L-24332, Ÿ Quiz
• Characteristics and [January 31, 1978], 171 PHIL
Forms 222-236
• Distinctions and 2. Orient Air Services & Hotel
similarities with other Representatives v. Court of
contracts Appeals, G.R. No. 76931,
• Kinds and Form of 76933, [May 29, 1991], 274
Agency PHIL 927-940
• Power of Attorney and 3. Tan v. Spouses Gullas, G.R. No.
Authority 143978, [December 3, 2002],
• Express and Implied 441 PHIL 622-634
• General and Special 4. Manotok Brothers, Inc. v. Court
• Agency by estoppel of Appeals, G.R. No. 94753,
• Kinds of agents [April 7, 1993]
5. Inland Realty Investment
Service, Inc. v. Court of
Appeals, G.R. No. 76969, [June
9, 1997], 339 PHIL 275-283
6. Ticong v. Malim, G.R. Nos.
220785 & 222887, [March 1,
2017], 806 PHIL 635-648
7. Lim v. Court of Appeals, G.R.
No. 102784, [February 28,
1996], 324 PHIL 400-415
8. Bordador v. Luz, G.R. No.
130148, [December 15, 1997],
347 PHIL 654-667
9. |||Spouses Salvador v. Spouses
Rabaja, G.R. No. 199990,

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[February 4, 2015], 753 PHIL

175-200)
10. |||Country Bankers Insurance
Corp. v. Keppel Cebu Shipyard,
G.R. No. 166044, [June 18,
2012], 688 PHIL 78-104
11. ||| Republic v. Bañez, G.R. No.
169442, [October 14, 2015]
12. Dominion Insurance Corp. v.
Court of Appeals, G.R. No.
129919, [February 6, 2002], 426
PHIL 620-631
13. Patrimonio v. Gutierrez, G.R.
No. 187769, [June 4, 2014], 735
PHIL 146-166
14. Virata v. Ng Wee, G.R. Nos.
220926, 221058, 221109,
221135 & 221218, [July 5,
2017], 813 PHIL 252-355
15. ||| Yoshizaki v. Joy Training
Center of Aurora, Inc., G.R. No.
174978, [July 31, 2013], 715
PHIL 609-624

MODULE 2:
• Textbooks
Obligations of the Agent • Articles 1884 to 1909 Book V,
Civil Code of the Philippines 22 Ÿ Recitation
• Obligations and February to Ÿ Case
Liabilities of the Agent • Supreme Court Decisions: 05 March study &
• Obligations to the 1. Bank of the Philippine Islands 2021 reporting
Principal v. Laingo, G.R. No. 205206, Ÿ Discussio
• Obligations to Third [March 16, 2016] n/lecture
Persons 2. Cervantes v. Court of Appeals, Ÿ Quiz
G.R. No. 125138, [March 2,
• Authority; Power;
1999], 363 PHIL 399-407
Instructions
3. BA Finance Corp. v. Court of
• Sub-agent or Substitute
Appeals, G.R. No. 82040,
• Commission Agent or [August 27, 1991], 278 PHIL
Factor and Del 176-184
Credere Agent 4. British Airways v. Court of
Appeals, G.R. No. 121824,

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[January 29, 1998], 349 PHIL

379-39)
5. Cosmic Lumber Corp. v. Court
of Appeals, G.R. No. 114311,
[November 29, 1996], 332
PHIL 948-963
6. Spouses Villaluz v. Land Bank
of the Philippines, G.R. No.
192602, [January 18, 2017],
803 PHIL 407-418
7. Escueta v. Lim, G.R. No.
137162, [January 24, 2007],
541 PHIL 395-411
8. Eurotech Industrial
Technologies, Inc. v. Cuizon,
G.R. No. 167552, [April 23,
2007], 550 PHIL 165-175
9. ||Pahud v. Court of Appeals,
G.R. No. 160346, [August 25,
2009], 613 PHIL 367-390
10. Green Valley Poultry & Allied
Products, Inc. v. Intermediate
Appellate Court, G.R. No. L-
49395, [December 26, 1984],
218 PHIL 662-666

MODULE 3:

Obligations of the Principal • Textbooks 08 to 12 Ÿ Recitation

• Articles 1910 to 1918 Book V, March 2021 Ÿ Case
• Specific Obligations of Civil Code of the Philippines study &
the Principal to the reporting
Agent • Supreme Court Decisions: Ÿ Discussio
• Liabilities of the n/lecture
Principal to Third Ÿ Quiz
1. Manila Memorial Park
Persons Cemetery, Inc. v. Linsangan,
• Liability of Third G.R. No. 151319, [November
person to the Principal 22, 2004], 485 PHIL 764-786
• Ratification: Meaning, 2. Harry E. Keeler Electric Co.,
Forms and Conditions Inc. v. Rodriguez, G.R. No.
• Estoppel 19001, [November 11, 1922],
• When Principal 44 PHIL 19-27

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solidarily liable with 3. Filipinas Life Assurance Co.

Agent v. Pedroso, G.R. No. 159489,
• Right of retention in [February 4, 2008], 567 PHIL
Pledge 514-520
• Nature of Agent’s Right 4. Bitte v. Spouses Jonas, G.R.
of Lien No. 212256, [December 9,
2015])
5. Litonjua Jr. v. Eternit Corp.,
G.R. No. 144805, [June 8,
2006], 523 PHIL 588-612
6. Hahn v. Court of Appeals,
G.R. No. 113074, [January 22,
1997], 334 PHIL 491-507
7. Dominion Insurance Corp. v.
Court of Appeals, G.R. No.
129919, [February 6, 2002],
426 PHIL 620-631

MODULE 4:

Modes of Extinguishment of
Agency • Textbooks 8 to 12 Ÿ Recitation
• Articles 1919 to 1932 Book V, March 2021 Ÿ Case
• What are the Modes of Civil Code of the Philippines study &
Extinguishing an • Supreme Court Decisions: reporting
Agency 1. CMS Logging, Inc. v. Court of Ÿ Discussio
Appeals, G.R. No. 41420, [July n/lecture
Ø Expiration of Term 10, 1992], 286 PHIL 484-494 Ÿ Quiz
Ø Death 2. Republic v. Evangelista, G.R.
Ø Withdrawal of No. 156015, [August 11, 2005],
Agent 504 PHIL 115-125
Ø Revocation by the 3. |||International Exchange Bank
Principal v. Spouses Briones, G.R. No.
Ø Dissolution of Firm 205657, [March 29, 2017], 808
or Corporation PHIL 223-236
Ø Others 4. Sevilla v. Court of Appeals,
G.R. Nos. L-41182-3, [April
• Kinds of Revocation 15, 1988], 243 PHIL 340-354
• Effects of Revocation 5. Valenzuela v. Court of Appeals,
• Agency Coupled with G.R. No. 83122, [October 19,
Interest 1990], 269 PHIL 1-19

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6. National Sugar Trading v.

Philippine National Bank, G.R.
No. 151218, [January 28,
2003], 444 PHIL 599-615
MODULE 5:

Trust: General • Textbooks

Provisions • Articles 1440 to1442 Book IV, 15 to 19 Ÿ Recitation
• Concept and Elements Civil Code of the Philippines March 2021 Ÿ Case
of Trust • Rule 98 of the Rules of Court study &
• Parties to a Trust • Supreme Court Decisions: reporting
• Trust distinguish from Ÿ Discussio
Other Relations 1. Morales v. Court of Appeals, n/lecture
• Nature of Ownership of G.R. No. 117228, [June 19, Ÿ Quiz
Trustee and Beneficiary 1997], 340 PHIL 397-422
• Character of Office and 2. Spouses Panlilio v. Citibank,
Obligations of Trustee N.A., G.R. No. 156335,
• Kinds of Trust [November 28, 2007], 564
PHIL 64-94
3. Ramos v. Ramos, G.R. No. L-
19872, [December 3, 1974],
158 PHIL 935-960

MODULE 6:

Express and Implied • Textbooks

Trust • Articles 1443 to 1457 Book 22 to 26 Ÿ Recitation
IV, Civil Code of the March 2021 Ÿ Case
• Express Trust Philippines study &
• Evidence of Express • Supreme Court Decisions: reporting
Trust Ø Express Trust Ÿ Discussio
• Creation and Kinds 1. Rizal Surety & Insurance Co. n/lecture
• Implied Trust v. Court of Appeals, G.R. No. Ÿ Quiz
• Kinds of Implied Trust 96727, [August 28, 1996], 329
• Distinctions between PHIL 786-812
Express and Implied 2. Development Bank of the
Trust Philippines v. Commission on
• Acquisition of Trust Audit, G.R. No. 144516,
Res through [February 11, 2004], 467 PHIL
Prescription 62-90
3. Mindanao Development
Authority v. Court of Appeals,

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• Prescriptibility of G.R. No. L-49087, [April 5,

action for reconveyance 1982], 198 PHIL 809-831
of Trust Res 4. Julio v. Dalandan, G.R. No. L-
• Repudiation by Trustee 19012, [October 30, 1967], 128
• Laches in action to PHIL 578-590
enforce a Trust 5. Cañezo v. Rojas, G.R. No.
148788, [November 23, 2007],
563 PHIL 551-572
6. Peñalber v. Ramos, G.R. No.
178645, [January 30, 2009],
597 PHIL 502-524
7. Go v. Estate of De
Buenaventura, G.R. Nos.
211972 & 212045 , [July 22,
2015], 764 PHIL 666-683

Ø Implied Trust
1. Juan v. Yap, Sr., G.R. No.
182177, [March 30, 2011],
662 PHIL 321-330
2. Heirs of Narvasa, Sr. v.
Imbornal, G.R. No. 182908,
[August 6, 2014], 740 PHIL
541-560
3. Salao v. Salao, G.R. No. L-
26699, [March 16, 1976], 162
PHIL 89-120
4. Ty v. Ty, G.R. No. 165696,
[April 30, 2008], 576 PHIL
296-323
5. Philippine National Bank v.
Aznar, G.R. Nos. 171805 &
172021, [May 30, 2011], 664
PHIL 461-482
6. Sime Darby Pilipinas, Inc. v.
Mendoza, G.R. No. 202247,
[June 19, 2013], 711 PHIL
696-707
7. Gabutan v. Nacalaban, G.R.
Nos. 185857-58 & 194314-
15, [June 29, 2016]

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TOPIC/CONTENT
MODULE 7:
Partnership: General
Provisions
• Concept of Partnership
• Characteristics,
Elements and Essential
Features of Partnership
• Contribution of money,
property of industry to
a common Fund
• Partnership a Juridical
Person
• Required Form to
create Partnership
• Rules to determine
existence of
Partnership
• Partnership distinguish
with other kinds
contracts
• Object or Purpose of
Partnership
• Effects of Unlawful
Partnership
• Kinds or Classification
of Partnership
• Kinds of Partners
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8. Home Guaranty Corp. v. La
Savoie Development Corp.,
G.R. No. 168616, [January
28, 2015], 752 PHIL 123-166
Ø Rules on Prescription
1. Tong v. Go Tiat Kun, G.R. No.
196023, [April 21, 2014], 733
PHIL 581-595)
MIDTERM EXAMINATIONS
(12 to 17 April 2021)
• Textbooks
• Articles 1767 to 1783 Book 19 to 23 Ÿ Recitation
V, Civil Code of the April 2021 Ÿ Case
Philippines study &
• Supreme Court Decisions: reporting
1. Estanislao, Jr. v. Court of Ÿ Discussio
Appeals, G.R. No. L-49982, n/lecture
[April 27, 1988], 243 PHIL Ÿ Quiz
974-982
2. Oña v. Commissioner of
Internal Revenue, G.R. No. L-
19342, [May 25, 1972], 150-A
PHIL 419-432
3. Pascual v. Commissioner of
Internal Revenue, G.R. No.
78133, [October 18, 1988], 248
PHIL 789-797
4. Anton v. Spouses Oliva, G.R.
No. 182563, [April 11, 2011],
663 PHIL 58-66
5. Litonjua, Jr. v. Litonjua, Sr.,
G.R. Nos. 166299-300,
[December 13, 2005], 513
PHIL 707-730
6. Heirs of Tan Eng Kee v. Court
of Appeals, G.R. No. 126881,
[October 3, 2000], 396 PHIL
68-86
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7. Rojas v. Maglana, G.R. No. L-

30616, [December 10, 1990],
270 PHIL 192-204
8. Torres v. Court of Appeals,
G.R. No. 134559, [December
9, 1999], 378 PHIL 170-182
9. Angeles v. Secretary of Justice,
465 SCRA 106 (2005).

MODULE 8: • Textbooks
• Articles 1784 to 1809 Civil
Obligations of the Partners Code of the Philippines
Among Themselves • Supreme Court Decisions:
26 to 30 Ÿ Recitation
• Relations created by a 1. Rojas v. Maglana, G.R. No. April 2021 Ÿ Case
contract of Partnership L-30616, [December 10, study &
• Commencement and 1990], 270 PHIL 192-204 reporting
Term of Partnership 2. Evangelista & Co. v. Ÿ Discussio
• Continuation of Santos, G.R. No. L-31684, n/lecture
Partnership beyond [June 28, 1973], 151-A Ÿ Quiz
fixed term PHIL 853-860
• Obligation and Effect of 3. Guy v. Gacott, G.R. No.
failure to contribute 206147, [January 13,
property 2016], 778 PHIL 308-326
• Contribution of Money 4. Moran, Jr. v. Court of
• Industrial Partner; Appeals, G.R. No. 59956,
Obligations [October 31, 1984], 218
• Capitalist Partner; PHIL 105-118
Obligations
• Risk of Loss of things
contributed
• Rules for distribution of
Profits and Losses
• Rules, Rights and
Obligations with
respect to management
• Scope of Power
Managing Partner
• Rules when unanimity
is stipulated and when
management is not
agreed upon

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Other obligations
• of
Partners
MODULE 9:

Property Rights of a Partner • Textbooks

• Articles 1810 to 1814 Ÿ Recitation
• Extent of Property • Supreme Court Decisions: 3 to 7 May Ÿ Case
Rights of a Partner 2021 study &
• Partnership Property v. 1. Catalan v. Gatchalian, 105 reporting
Partnership Capital SCRA 1270 (1959) Ÿ Discussio
• Nature of Partner’s 2. Clemente v. Galvan, G.R. No. n/lecture
Right in Specific 45662, [April 26, 1939], 67 Ÿ Quiz
partnership Property PHIL 565-570
• Effect of Assignment 3. Lozana v. Depakakibo, G.R.
of Partner’s interest in No. L-13680, [April 27, 1960],
Partnership 107 PHIL 728-733
• Rights of the assignee
of partner’s interest
• Remedies of a
Judgment Creditor
• What is a Charging
Order?
• Redemption or
purchase of interest
Charged

MODULE 10:

Obligations of the Partners • Textbooks

with Regard to Third • Article 1815 to 1827, Book V
Persons Civil Code of the Philippines 10 to 14 Ÿ Recitation
• Supreme Court Decisions: May 2021 Ÿ Case
• Firm Name & Rules on study &
choice of firm name 1. Litton v. Hill & Ceron, G.R. reporting
• Liability for No. 45624, [April 25, 1939], Ÿ Discussio
contractual obligations 67 PHIL 509-518 n/lecture
• Nature of Liability of 2. |||Goquiolay v. Sycip, G.R. No. Ÿ Quiz
partners L-11840, [July 26, 1960], 108
• Liability v. Losses PHIL 947-988
• Power of Partner as 3. Singson v. Isabela Sawmill,
Agent of the G.R. No. L-27343, [February
Partnership 28, 1979], 177 PHIL 575-595

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TOPIC/CONTENT
• Rules on Admission,
Notice or Knowledge
of a Partner
• Liability for Wrongful
act or omission and
Breach of Trust
• Partnership by
Estoppel and Partner
by Estoppel
• Liability of incoming
partner
• Preference of
Partnership Creditors
in partnership property
MODULE 11:
Dissolution and Winding Up • Textbooks
• Articles 1828 to 1842 Civil Code
• Meaning of
Dissolution, Winding • Supreme Court Decisions
Up and Termination
• Effects of Change in
Membership
• Effects of Dissolution
Ø Authority of Partner
Ø As among the partners
Ø As to Third persons
• Causes and Grounds of
Dissolution
• Manner of Liquidation
or Winding Up
• Right of partner to
application of
partnership property
• Rights of partner to
rescind contract of
partnership
• Rules on Liquidation
and Settling of
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4. Muñasque v. Court of Appeals
, G.R. No. L-39780,
[November 11, 1985], 224
PHIL 79-91
17 to 21 Ÿ Recitation
of the Philippines May 2021 Ÿ Case
study &
reporting
1. Yu v. National Labor Relations Ÿ Discussio
Commission, G.R. No. 97212, n/lecture
[June 30, 1993], 295 PHIL Ÿ Quiz
958-971
2. Rojas v. Maglana, G.R. No. L-
30616, [December 10, 1990],
270 PHIL 192-204
3. Idos v. Court of Appeals, G.R.
No. 110782, [September 25,
1998], 357 PHIL 198-217
4. Tocao v. Court of Appeals,
G.R. No. 127405, [October 4,
2000], 396 PHIL 166-186
5. Villareal v. Ramirez, G.R. No.
144214, [July 14, 2003], 453
PHIL 999-1013
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Accounts; Order of
payment
• Rights of retiring or of
the estate of deceased
partner

MODULE 12:

Limited Partnership Ÿ Recitation

• Textbooks Ÿ Case
• Concept of Limited • Articles 1843 to 1867 Civil Code 24 to 28 study &
Partnership of the Philippines May 2021 reporting
• Characteristics of • Supreme Court Decisions Ÿ Discussio
Limited Partnership n/lecture
• General Partnership v. 1. Commissioner of Internal Quiz
Limited Partnership Revenue v. Suter, G.R. No. L-
• Requirements of 25532, [February 28, 1969],
formation of Limited 136 PHIL 538-548)
Partnership 2. ||| Teck Seing & Co., Ltd. v.
• Contribution of Pacific Commercial Co., G.R.
Limited Partner No. 19892, [September 6,
• Rights and Liabilities 1923], 45 PHIL 142-159
of Limited Partner
• Rights, Powers and
Liabilities of General
Partner in Limited
Partnership
• Effects of change in
relation or assignment
of Limited Partner
• Effects of death, etc. of
the General Partner
• Dissolution of Limited
Partnership
• Cancellation or
amendment of
Certificate of Limited
Partnership
• Status of Limited
Partner

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Schedule Allowance (31 May to 18 June 2021)

FINAL EXAMINATIONS
(21 to 26 June 2021)

TEXTBOOK/REFERENCE BOOK:

1. Comments and Cases on Partnership, Agency and Trust by Hector De Leon and Hector
De Leon, Jr
2. Civil Code of the Philippines, Books IV and V by Edgardo Paras
3. Agency & Trusts, Partnerships and Joint Ventures by Cesar Villanueva and Teresa
Villanueva-Tiansay

POLICIES:

1. Attendance will be checked every meeting.

2. Students are required to wear proper attire during online/virtual classes.
3. Students who are called to recite but absent shall get a grade of 60.
4. Students who missed a quiz will get a grade of 60.
5. Students are prohibited from recording the online class as this is a violation of the
Copyright of the Professor.

Prepared by:

FACULTY

Approved by:

ATTY. MARCIANO G. DELSON

Dean, College of Law

Date Prepared by the Faculty: 7 February 2021

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