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LOAN - By the contract of loan, one of the parties 1. Cannot demand for the return of the
delivers to another, either something not thing ‘till after the expiration of the
consumable so that the latter may use the same period, or after the accomplishment of
for a certain time and return it, in which case the the purpose of the contract.
contract is called a commodatum; or money or 2. May demand for temporary use
other consumable thing, upon the condition that should he have urgent need for the
the same amount of the same kind and quality thing.
shall be paid, in which case the contract is simply 3. May demand for the return of the
called a loan or mutuum. Art 1933 New Civil Code thing if the bailee acts with ingratitude.
- Perfected upon the delivery of the 4. Shall refund the extraordinary
object of the contract. Art 1934 New Civil expenses incurred for the preservation
Code of the thing.
5. Liable for the damages caused by the
DISTINGUISHMENT BETWEEN COMMODATUM flaws made unknown to the bailee.
AND MUTUUM 6. Shall not be exempt from the payment
of expenses or damages by abandoning
COMMODATUM the thing to the bailee.
1. Gratuitous
2. Bailor (lender) retains ownership of CONCEPTS OF MUTUUM
the thing loaned
1. Bailee acquires ownership of the thing and is
MUTUUM (Simple Loan) bound to pay the bailor an equal amount of the
1. May be gratuitous or with stipulation same kind and quality. Art 1953 New Civil Code
to pay interest 2. No interest shall be due unless stipulated. Art
2. Bailee (borrower) obtains ownership 1956 New Civil Code
of the thing loaned 3. No stipulations circumventing the laws against
usury shall be valid. Art 1957 New Civil Code
CONCEPTS OF COMMODATUM 4. If interest is paid in kind, its value shall be
appraised at the current price of the product at
1. The bailee in commodatum acquires the use the time and place of payment. Art 1958 New
of the thing loaned but not its fruits (Art 1935 Civil Code
New Civil Code), unless stipulated (Art 1940 New 5. Interest due and unpaid shall not earn
Civil Code) interest, unless otherwise stipulated. In which
2. Consumables may be the subject of case, the unpaid interest shall be capitalized and
commodatum, provided it’s merely for shall earn interest.
exhibition and not for consumption. Art 1936 6. Paid interest in the absence of any stipulation
New Civil Code shall be returned by virtue of solution indebiti or
3. Commodatum may involve movable or natural obligation. Art 1960 New Civil Code
immovable properties. Art 1937 New Civil Code 7. Usurious contracts shall be governed by usury
4. Bailor (lender) need not be the owner of the law and other special laws. Art 1961 New Civil
thing loaned. Art 1938 New Civil Code Code
5. Purely personal. Art 1939 New Civil Code
OBLIGATIONS OF BAILEE
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Commercial Law 1 Review Notes
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4. Recorded in the registry of property. Art 2125 2. The debtor cannot reacquire the enjoyment of
New Civil Code the immovable without first having totally paid
what he owes the creditor. Art 2136 New Civil
BASIC CONCEPTS OF MORTGAGE Code
3. The creditor does not acquire the ownership
1. The thing mortgaged may be alienated when of the real estate for non-payment of the debt
the principal obligation becomes due. Art 2087 within the period agreed upon, but he can for the
New Civil Code sale of the real property. Art 2137 New Civil Code
2. The appropriation by the creditor of the thing
mortgaged is not allowed. Art 2088 New Civil
Code
3. A mortgage is indivisible. Art 2089 New Civil
Code
PLEDGE
4. A mortgage secures all kinds of obligation. Art
2091 New Civil Code PLEDGE - a contract through which a debtor
5. Criminal action may be instituted against him gives security for the fulfillment of a principal
who defrauds another. Art 2092 New Civil Code obligation to a creditor wherein which such
6. A promise to constitute a mortgage may give security must be delivered to the creditor.
rise to personal action. Art 2092 New Civil Code
7. Mortgage directly and immediately subjects ESSENTIAL REQUISITES
the property to the fulfillment of the obligation.
Art 2126 New Civil Code 1. Constituted to secure the fulfillment of a
8. The creditor may claim payments from thirds principal obligation; Art 2085 New Civil Code
persons who are in possession of the mortgaged 2. The pledgor must be the absolute owner of
property. Art 2129 New Civil Code the thing mortgaged; Art 2085 New Civil Code
9. A stipulation forbidding the owner to alienate 3. The pledgor must be free to dispose the thing
the immovable mortgaged shall be void. Art being mortgaged; Art 2085 New Civil Code
2130 New Civil Code
BASIC CONCEPTS OF PLEDGE
OBJECTS OF A CONTRACT OF MORTGAGE
1. The thing pledged may be alienated when the
1. Immovable principal obligation becomes due. Art 2087 New
2. Alienable real rights over immovables Civil Code
3. Movables (subject to chattel mortgage; 2. The appropriation by the creditor of the thing
provisions on PLEDGE shall be applied) pledged is not allowed. Art 2088 New Civil Code
3. A pledge is indivisible. Art 2089 New Civil Code
EXTENT OF MORTGAGE 4. A pledge secures all kinds of obligation. Art
2091 New Civil Code
A mortgage extends to: 5. Criminal action may be instituted against him
1. Natural accessions; who defrauds another. Art 2092 New Civil Code
2. Improvements; 6. A promise to constitute a pledge may give rise
3. Growing fruits; to personal action. Art 2092 New Civil Code
4. Rents or income; 7. To be valid, the thing pledged must be
5. Indemnities from insurers; delivered to the creditor. Art 2093 New Civil
6. Just compensation when expropriated. Code
8. If the pledge earns or produces fruits, income,
dividends, or interests, the creditor shall
compensate what he receives with those which
are owing him; but if none are owing him, or
ANTICHRESIS insofar as the amount may exceed that which is
due, he shall apply it to the principal. Unless
ANTICHRESIS - By the contract of antichresis the there is a stipulation to the contrary, the pledge
creditor acquires the right to receive the fruits of shall extend to the interest and earnings of the
an immovable of his debtor, with the obligation right pledged. Art 2102 New Civil Code
to apply them to the payment of the interest, if 9. If the thing pledged was auctioned, the
owing, and thereafter to the principal of his proceeds of the auction shall be a security for the
credit. Art 2132 New Civil Code principal obligation in the same manner as the
thing originally pledged. Art 2108 New Civil Code
BASIC CONCEPTS OF ANTICHRESIS 10. If the thing pledged is returned by the
pledgee to the pledgor or owner, or renounces
1. Must be in writing indicating therein the the pledge in writing, the pledge is extinguished.
amount the principal and interest. Art 2110 and 2111 New Civil Code
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Commercial Law 1 Review Notes
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pledged, the pledgee may choose which he will
11. The sale of the thing pledged shall extinguish cause to be sold, unless there is a stipulation to
the principal obligation, whether or not the the contrary. He may demand the sale of only as
proceeds of the sale are equal to the amount of many of the things as are necessary for the
the principal obligation, interest and expenses in payment of the debt.
a proper case. Art 2115 New Civil Code
THIRD PARTY ON PLEDGE
OBJECTS THAT MAY BE PLEDGED
1. Any third person who has any right in or to the
1. All movables that are within the commerce of thing pledged may satisfy the principal obligation
man. as soon as the latter becomes due and
2. Incorporeal rights, evidenced by negotiable demandable. Art 2117 New Civil Code
instruments, bills of lading, shares of stock, 2. If a third party secures an obligation by
bonds, warehouse receipts and similar pledging his own movable property under the
documents may also be pledged. provisions of article 2085 he shall have the same
rights as a guarantor under articles 2066 to 2070,
RIGHTS AND OBLIGATIONS OF PLEDGOR and articles 2077 to 2081. He is not prejudiced
(Debtor) by any waiver of defense by the principal obligor.
Art 2120 New Civil Code
1. Alienate the thing pledged, provided the
pledgee consents.
2. Liable for the damages caused by the flaws
made unknown to the pledgee. Art 1951 New
Civil Code
GUARANTY
3. Cannot ask for the return of the thing pledged
against the will of the creditor, unless and until GUARANTY - By guaranty a person, called the
he has paid the debt and its interest. guarantor, binds himself to the creditor to fulfill
4. May require that the thing pledged be the obligation of the principal debtor in case the
deposited to third person if it is in danger of latter should fail to do so. Art 2047 New Civil
being lost or impaired thru the negligence or Code
willful act of the pledgee.
5. May demand the return of the thing, upon VERSUS SURETYSHIP
offering another thing in pledge, if there are - The contract shall be suretyship, and
reasonable grounds to fear the destruction or not a guaranty, if the person binds
impairment of the thing pledged, without the himself solidarily with the principal
fault of the pledgee. debtor.
6.
CHARACTERISTICS OF GUARANTY
RIGHTS AND OBLIGATIONS OF PLEDGEE
(Creditor) 1. Gratuitous or onerous
2. Conventional, legal or judicial
1. Retain the thing in his possession, until the 3. May be instituted not only in favor of the
debt is paid. principal debtor but also in favor for the other
2. Take care of the thing pledged with the guarantor
diligence of a good father of a family. 4. Cannot exist without a valid obligation
3. Has a right to the reimbursement of the 5. May be given as a security for future debt
expenses made for its preservation. 6. Not presumed, must be expressed
4. Liable for its loss or deterioration.
5. Cannot deposit the thing pledged with a third WHO CAN BE A GUARANTOR?
person, unless otherwise authorized.
6. Responsible for the acts of his agents or Any person can be a guarantor if:
employees with respect to the thing pledged.
7. Cannot use the thing pledged, without the 1. He/she has integrity;
authority of the owner. 2. Has capacity to bind himself/herself
8. Advise the pledgor, without delay, of any 3. Have sufficient property to answer for
danger to the thing pledged. the obligation
9. May cause the thing pledged to be sold at a 4. Not convicted of a crime involving
public auction, if without his fault there is danger dishonesty
of destruction, impairment, or diminution in 5. Not subsequently become insolvent
value of the thing pledged. 6. The creditor stipulated a specified
10. If deceived on the substance or quality of the person to be a guarantor
thing pledged, he may either claim another
thing, or demand immediate payment of the
principal obligation.11. If two or more things are
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Commercial Law 1 Review Notes
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Commercial Law 1 Review Notes
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JUDICIAL (SEQUESTRATION)
A judicial deposit or
sequestration takes place when
DEPOSIT an attachment or seizure of
property in litigation is ordered.
DEPOSIT - A deposit is constituted from the
moment a person receives a thing belonging to
another, with the obligation of safely keeping it
and of returning the same. If the safekeeping of
the thing delivered is not the principal purpose SALES
of the contract, there is no deposit but some
other contract. Art 1962 New Civil Code SALE - By the contract of sale one of the
contracting parties obligates himself to transfer
CHARACTERISTICS OF DEPOSIT the ownership and to deliver a determinate
thing, and the other to pay therefor a price
1. A real contract certain in money or its equivalent.
2. Principal purpose is safekeeping A contract of sale may be absolute or
3. Only movable things can be the object of conditional.
deposit
4. A gratuitous contract, unilateral, or REQUISITES OF A CONTRACT OF SALES
bilateral (onerous)
5. Depositary cannot use the thing 1. Consent or meeting of minds – on the
deposited, except; part of the seller, to transfer and deliver,
a. With the express permission and on the part of the buyer, to pay
b. When the preservation of the thing 2. Object or subject matter – a determinate
deposited requires its use thing, licit and the vendor must have the
right to transfer ownership thereof at
KINDS OF DEPOSIT the time it is delivered
3. Cause – price certain in money or its
1. JUDICIAL (SEQUESTRATION) – when an equivalent, such as a check or a
attachment or seizure of property in promissory note
litigation is ordered.
2. EXTRA-JUDICIAL CHARACTERISTICS OF A CONTRACT OF SALES
a. VOLUNTARY – made by the will of
the depositor 1. Nominate
b. NECESSARY – made in 2. Consensual
- Compliance with legal obligation 3. Commutative
- On the occasion of calamity 4. Bilateral
- By travelers in hotels or inns 5. Onerous
- By travelers with common carrier 6. Principal
NECESSARY DEPOSIT
A deposit is necessary:
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Commercial Law 1 Review Notes
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BASIC CONCEPTS OF A CONTRACT OF SALES first in the possession; and, in the absence
thereof, to the person who presents the oldest
1. The contract of sale is perfected at the title, provided there is good faith.
moment there is a meeting of minds upon the
thing which is the object of the contract and IN CASE OF LOSS OR DETERIORATION
upon the price.
2. From that moment, the parties may 1. In an obligation to deliver a generic
reciprocally demand performance, subject to the thing, the loss or destruction of anything
provisions of the law governing the form of of the same kind does not extinguish the
contracts obligation.
3. The ownership of the thing sold shall be 2. If at the time the contract of sale is
transferred to the vendee upon actual or perfected, the thing which is the object
constructive delivery thereof of the contract has been entirely lost,
4. The parties may stipulate that ownership in the contract shall be without any effect.
the things shall not pass to the purchaser until he But if the thing should have been lost in
has paid the price part only, the vendee may choose
5. Subject to the provisions of the Statute of between withdrawing from the contract
Frauds and of any other applicable statute, a and demanding the remaining part,
contract of sale may be made in writing, or by paying its price in proportion to the total
word of mouth, or partly in writing and partly by sum agreed upon.
word of mouth, or may be inferred from the 3. Where the parties purport a sale of
conduct of the parties specific goods, and the goods without
the knowledge of the seller have
OBLIGATIONS OF VENDOR perished in part or have wholly or in a
material part so deteriorated in quality
1. To transfer the ownership of the as to be substantially changed in
determinate thing sold character, the buyer may at his option
2. To deliver the thing treat the sale:
3. To warrant against eviction and a. As avoided; or
against hidden defects b. As valid in all of the existing
4. To take care of the thing pending goods or in so much thereof as
delivery with proper diligence have not deteriorated, and as
5. To pay for the expenses of the deed binding the buyer to pay the
of sale, unless there is a stipulation agreed price for the goods in
to the contrary which the ownership will pass, if
the sale was divisible.
OBLIGATIONS OF VENDEE
WARRANTY
1. To accept delivery of the thing sold A warranty is a collateral undertaking in a sale of
2. To pay the price of the thing sold at either real or personal property, express or
the time and place stipulated in the implied; that if the property sold does not
contract possess certain incidents or qualities, the
3. To bear the expenses for the purchaser may either consider the sale void or
execution and registration of the claim damages for breach of warranty. Thus, a
sale and of putting the goods in a warranty may either be express or implied.
deliverable state if such is the
stipulation
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Commercial Law 1 Review Notes
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Commercial Law 1 Review Notes
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An Act providing for the Regulation of and a. The period of redemption is one year
Organization and Operations of Banks, Quasi- from the registration of certificate of
banks, Trust Entities and for other purposes. foreclosure sale.
b. However, the period to redeem real
The law that generally governs the regulation, property is reduced to three months
organization and operation of banks, quasi- after foreclosure or registration
banks, and other quasi-entities. It primarily whichever comes earlier, under the
governs Universal Banks (UB) and Commercial following:
Banks (CB), and has suppletory application to 1. The mortgagor is a juridical person
Thrift Banks (which is primarily governed by RA 2. The mode of foreclosure is extra-
7906, the Thrift Banks Act), Rural Banks judicial
governed by RA 7353, the Rural Banks Act), and 3. The mortgagee is a bank
Cooperative Banks (primarily governed by RA
6938, the Cooperative Code). NATURE OF BANK FUNDS AND BANK DEPOSITS
BANK - Entities engage in the lending of funds A creditor and debtor relationship is created
obtained from the public in the form of deposits. between a bank and its depositor.
(Section 3.1, General Banking Law of 2000)
The fiduciary nature of a bank-depositor does
CLASSIFICATION OF BANKS not convert the contract between the bank and
1. Universal bank its depositor from a loan to a trust agreement.
2. Commercial bank
3. Thrift bank Failure by the bank to pay the depositor is failure
4. Rural bank to pay a simple loan and not a breach of trust.
5. Cooperative bank
6. Islamic bank
GRANT OF LOANS
1. Any person, partnership, association,
corporation or other entity shall at no
time exceed 25% of the net worth of
such bank. – Single Borrower’s Limit
2. Loans granted to directors, officers,
stockholders, and their related interests
must conform to certain procedural and
substantial requirement.
3. Loans and other credit accommodations
against real estate shall not exceed 75%
of the appraised value of such estate
security, plus 60% of the appraised value
of the insured improvements.
4. Loans and other credit accommodations
on security of chattels and intangible
properties such as, but not limited to,
patents, trademarks, trade names, and
copyrights shall not exceed 75% of its
appraised value.
5. Bank shall grant loans and other credit
accommodations only in amounts and
for the periods of time essential for the
effective completion of the operation to
be financed.
6. The amortization schedule of bank loans
and other credit accommodations shall
be adapted to the nature of the
operation to be financed.
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