BUSINESS ORGANIZATION UP TO CERTIFICATE OF STOCK

1.Narra Nickel Mining and Development Corp. v. Redmont 8. Estelita Burgos Lipat v. Pacific Banking Corporation, et. al., G.R.
Consolidated Mines Corp., G.R. No. 195580 (Resolution), [January No. 142435, April 30, 2003).
28, 2015], 752 PHIL 255-304) Page | 1

9. Ang Mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus, H.S.K. sa

2. Ching v. Secretary of Justice, G.R. No. 164317, Feb. 6, 2006 bansang Pilipinas, Inc. v. Iglesia ng Dios kay Cristo Jesus, Haligi at
Buhay ng katotohanan, G.R. No. 137592, Dec. 12, 2001

3. Filipinas Broadcasting Network, Inc. v. Ago Medical and

Educational center G.R. No. 141994, Jan. 17, 2005) 10. Af Realty Vs. Dieselman Freight Service, G.R. No. 111448, Jan.
16, 2002

4. Francisco Motors v. Court of Appeals (309 SCRA 72)

11. Inter-Asia Investment Vs. Ca, G.R. No. 125778, June 10, 2003
5. Bank of America NT & SA, et. al. v. Court of Appeals, et. al. (G.R.
No. 120135, March 31, 2003

12. Republic Planters Bank Vs. Agana, 269 Scra 1 (1997)

6. Philippine National Bank v. Ritratto Group, Inc. G.R. No. 142616,

July 31, 2001, cited in MR Holdings Ltd.,v. Sheriff Carlos P. Bajar, 13. Montelibano Vs. Bacolod-Murcia Milling, 5 Scra 36 (1962)
G.R. No. 138104, April 11, 2002

14. Rev. A0-As, Et. Al., Vs. Ca, G.R. No. 128464, June 20, 2006
7. Francisco v. Mejia, G.R. No. 141617, Aug. 14, 2001; PNB v.
Retratto Group, Inc. G.R. No. 142616, July 31, 2001).
15. Valle Verde Country Club Vs. Africa, G.R. No. 151969, Sept. 4, 7. Steel Case, Inc. vs. Design Intl, G.R. No. 171995. April 18,
2009 2012

8. Valley Golf vs. Caram, G.R.No. 158805, Mapril 16, 2009

Page | 2
16. Marc II Marketing, Inc. V. Joson G.R. No. 171993. December 12, 9. Calatagan Golf & Country vs. Caram, G.R. No. 165443, April
2011 16, 2003

10. Reyes vs. Bancom Development Corp., G.R. No. 190286,

January 11, 2018
17. Nectarina Raniel Vs. Jochico, G.R.No.153413, March 1, 2007

18. Ong Yong Vs. Tiu, G.R. No. 144476, April 8, 2003

19. Rural Bank Of Lipa Vs. Ca, G.R. No. 124535, Sept. 28, 2001

TRANSFER OF SHARES – CONVERSION

1. Chemphil Export vs CA, G.R. No. 112438-39, Dec. 12, 1998

2. Ponce vs. Alsons, G.R. No. 139802, Dec. 10, 2002

3. BPI vs. BPI Employees, G.R. No. 164301, Aug. 10, 2010

4. Reburiano vs. Ca, 301 Scra 342 (1999)

5. B. Van Zuiden vs. Gtvl, G.R. No. 147905, May 28, 2007

6. Cargill, Inc. vs. Intra Strata Assurance, G.R. No. 168266,

Mar. 15. 4, 2010
 LAW ON PARTNERSHIP (Book of Sundiang and Aquino) 4. Marjorie Tacao vs. CA, G.R. No. 127405, October 4,
2000.
Cases:

1. Aurbach vs. Sanitary Wares Manufacturing Corp., 180
SCRA 130
A joint venture is actually a form partnership and should
thus be governed by the laws on partnership.
2. Ortega vs. Court of Appeals, 245 SCRA 529
The best evidence of the existence of the partnership,
Page | 3
which was not yet terminated (though in the winding up
stage), were the unsold goods and uncollected
receivables, which were presented to the trial court.
Since the partnership has not been terminated, the
petitioner and private complainant remained as co-
partners

The effect of doctrine of Delectus Persone is that the

right to choose with whom a person wishes to associate
himself is the very foundation and essence of the
partnership. A partner may ask for the dissolution of the
partnership at any time.

3. Primelink Properties and Devt Corp. vs. Magat, G.R.

No. 167379, June 27, 2206

The final stages in the life of a partnership are (1)

Dissolution, (2) Winding Up, and (3) Termination. In
Dissolution, the partnership is not terminated but
continues until the winding up of partnership affairs is
completed.
  SECURITY REGULATIONS CODE (SRC),
 PHILIPPINE COMPETITION ACT (PCA)
 DATA PRIVACY ACT (DPA)
Cases:
1. SEC v. Prosperity Com, Inc., G.R. No. 164197, Jan. 25, 2012
an investment contract to exist, the following elements,
referred to as the Howey test must concur: (1) a contract,
transaction, or scheme; (2) an investment of money; (3)
investment is made in a common enterprise; (4) expectation
of profits; and (5) profits arising primarily from the efforts of
others
2. Philippine Stock exchange v. CA, 281 SCRA 232 {1997}
In matters of application for listing in the market the SEC
may exercise such power only if the PSE’s judgement is
attended by bad faith.
3. CEMCO Holdings, Inc. v. National Life Insurance Company,
Inc. G.R. No. 171815, Aug. 7, 2007.
Tender offer is a publicly announced intention by a person
acting alone or in concert with other persons to acquire
equity securities of a public company. Tender offer is in
place to protect minority shareholders against any scheme
that dilutes the share value of their investments. It gives the
minority shareholders the chance to exit the company under
reasonable terms, giving them the opportunity to sell their
shares at the same price as those of the majority
shareholders.
It applies to direct and indirect acquisition of stocks
Page | 4
4. Abacus Securities corp. v. Ampil, G.R. No. 160016, Feb. 27,
2006.
The parties may be considered in pari delicto if they violate
the limitations on margin trading. If a broker tolerates the
purchases of its customers without performing its
obligations under the Mandatory Close Out Rule and
without requiring the latter to deposit cash before
embarking on trading stocks any further, the broker violated
the law at its own peril. Hence, it cannot complain for failing
to obtain the full amount of its claim for later transactions.
5. Philippine Stock Exchange, Inc. v. Secretary of Finance, G.R.
No. 213860, [July 5, 2022.
Stock market transactions affect the general public and the
national economy. The rise and fall of the Stock market
indices reflect to a considerable degree the state of the
company. Securities Transaction are impressed w/ public
interest and are thus subject to public regulation.
The State is empowered to regulate Stock Market
transactions.
6. Cadajas y Cabias v. People, G.R. No. 247348, [November
16, 2021

DPA allows the processing of data and sensitive personal

information where it relates to the determination of Page | 5
criminal liability of a data subject such as a violation of R.A.
No. 10175 in relation to R.A. No. 9775 and when necessary
for the protection of lawful rights and interests of persons in
court proceedings.
  NEGOTIABLE INSTRUMENTS LAW
 PUBLIC SERVICE ACT
1. Caltex Phils. V. CA, 212 SCRA 448).
Certificates of Time Deposits are negotiable instruments.
Negotiability is determined from the writing that is from the
face of the instrument itself. Under the Negotiable
Instruments Law, an instrument is negotiated when it is
transferred from one person to another in such a manner as
to constitute the transferee the holder thereof, and the
holder may be the payee or indorsee of a bill or note, who is
in possession of it, or the bearer thereofs.
2. Philippine Education Company, Inc. v. Mauricio A. Soriano,
et al., G.R. No. L-22405, June 30, 1971, 39 SCRA 587.
Postal money orders are not negotiable instruments. Postal
money orders are under the restrictions and limitations of
the postal laws.
3. Consolidated Plywood Industries, Inc., et al. v. IFC Leasing
& Acceptance Corporation, G.R. No.L-72593, April 30, 1987,
149 SCRA 448, 458-459).
An order instrument can be made payable to the order of a
specified person or to a specified person or his order.
4. Ang Tek Lian v. CA, 87 Phil. 383.
Where a check is made payable to the order of ‘cash’, the
word cash ‘does not purport to be the name of any person’,
and hence the instrument is payable to bearer. The drawee
bank need not obtain any indorsement of the check, but
Page | 6
may pay it to the person presenting it without any
indorsement.
5. Philippine National Bank v. Manila Oil Refining & By-
Products Co., 43 Phil.
Section 5 (b) of the Negotiable Instruments Law providing
that the negotiable character of an instrument otherwise
negotiable is not affected by a provision which authorizes a
confession of judgment ifthe instrument be not paid at
maturity, cannot be taken to sanction judgments by
confession. In the absence of express legislative sanction,
provisions in notes authorizing attorneys to appear and
confess judgments against makers should not be recognized
in this jurisdiction by implication. A provision in a
promissory note whereby in case the same is not paid at
maturity, the maker authorizes any attorney to appear and
confess judgment thereon for the principal amount, with
interest, costs, and attorney's fees, and waives all errors,
rights to inquisition, and appeal, and all property
exemptions, is not valid in this jurisdiction.
6. Salas v. CA, G.R. No. 76788, Jan. 22, 1990
If the negotiable instrument is merely assigned, the
transferee does not become a holder and he merely steps
into the shoes of the transferor.
7. Vicente R. De Ocampo & Co. v. Anita Gatchalian, et al. (No.
L-15126,Nov. 30, 1961, 3 SCRA 596)
A payee can be a holder in due course. In order that one
may be considered a holder in due course, it is necessary
that “at the time the instrument was negotiated to him, he
had no notice of any xxx defect in the title of the person
negotiating it
8. Bataan Cigar & Cigarette Factory v. CA, 230 SCRA 643
[1994])
act of crossing the check serves as warning to the holder
that the check has been issued for a definite purpose - he
must inquire if he has received the check pursuant to that
purpose, otherwise, he is not a holder in due course.
9. Ramon K. Ilusorio v. CA, G.R. No. 139130, Nov. 27,
rab2002).
when a signature is forged or made without the authority of
the person whose signature it purports to be, the check is
wholly inoperative. No right to retain the instrument, or to
give a discharge therefor, or to enforce payment thereof
against any party, can be acquired through or under such
signature. However, the rule does provide for an exception,
namely: "unless the party against whom it is sought to
enforce such right is precluded from setting up the forgery
or want of authority." In the instant case, it is the exception
that applies. In our view, petitioner is precluded from setting
Page | 7
up the forgery, assuming there is forgery, due to his own
negligence in entrusting to his secretary his credit cards and
checkbook including the verification of his statements of
account.
10. Quirino Gonzalez Logging Concessionaire, et al. v. CA, G.R.
No.126568, April 30, 2003.
It is no defense in an action to enforce a negotiable
promissory note that it was signed in blank as Section 14 of
the NIL concedes prima facie authority of the person in
possession of negotiable instruments to fill in the blanks.
11. Philippine Commercial international bank v. CA, 350 SCRA
446 {2001}
Prescription is a real defense that may be raised against a
holder in due course. Prescriptive period for filing a claim
based on Negotiable Instruments is 10 yrs from the time the
cause of action accrued. In case of checks, the action of the
depositor against his drawee bank commences to run from
the time he is given notice of payment.
12. Myron C. Papa v. A.U. Valencia, et.al. 9248 SCRA 643
{1998}
 Failure of the payee to encash a check for more than 10
years undoubtedly resulted in the impairment of the check
thru his unreasonable and unexplained delay.
13. HSBC v. Catalan, 440 SCRA 498, 2004
A payee may sue the drawee based on Article 19 of the Civil
Code if there was dishonor despite the instruction of the
dear to pay.
16. Roy III vs. Herbosa, G.R. No. 207246, November 22, 2016
For stocks to be deemed owned and held by Philippine
citizens or Philippine nationals, mere legal title is not
enough to meet the required Filipino equity. Full beneficial Page | 8
ownership of the stocks, coupled with appropriate voting
rights is essential. Thus, stocks, the voting rights of which
have been assigned or transferred to aliens cannot be
considered held by Philippine citizens or Philippine
nationals.

14. Crisologo v. CA, 117 SCRA 594).

A corporation cannot act as an accommodation party.

15. Gamboa vs. Teves G.R. No..176579, June 28, 2011 and
October 9, 2012

For stocks to be deemed owned and held by Philippine

citizens or Philippine nationals, mere legal title is not
enough to meet the required Filipino equity. Full beneficial
ownership of the stocks, coupled with appropriate voting
rights is essential. Thus, stocks, the voting rights of which
have been assigned or transferred to aliens cannot be
considered held by Philippine citizens or Philippine
nationals.