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SYLLABUS
REGULATORY FRAMEWORK AND LEGAL ISSUES
(2ND SEMESTER SY 2022-2023)
Prepared by: Frederick C. Egalla, RN, Juris Doctor

Part 1. Obligation and Contracts

Obligations

I. Definition and Sources

a. Definition
b. Essential Elements of Obligation
c. Sources of Obligation
1. Law
2. Contracts
3. Quasi-Contract
4. Delict
5. Quasi-Delict

II. Nature and Effects of Obligation

a. Obligations to Give- Real Obligations
1. Determinate Obligations
2. Indeterminate Obligations
3. Effects of Breach
4. Remedies
b. Obligations To do or not to do – Personal Obligations
1. To do
2. Not to do
3. Effects of Breach
4. Remedies
c. Breach of Obligations
1. Mora
1.1 Mora Solvendi
1.2 Mora Accipiendi
1.3 Compensatio Morae
2. Dolo
2.1 Dolo Causante
2.2 Dolo Incidente
3. Culpa
3.1 Culpa Contractual
3.2 Culpa Aquiliana
d. Fortuitous Event
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1. Elements/Effects.
2. Exceptions
e. Remedies of a Creditor to protect his Credit
1. Exhaustion of properties of the Debtor
2. Accion Subrogatoria
3. Accion Pauliana

III. Different Kinds of Obligations

a. Pure and Conditional Obligations
1. Pure Obligations
2. Conditional Obligations
2.1 Classifications of Conditions
2.2 Suspensive and Resolutory Conditions; Effects
2.2.1 Suspensive Condition
2.2.1.1 Effects Before and after Fulfillment
2.2.1.2 Effects of Loss, Deterioration and Improvements
2.2.2 Resolutory Conditions
2.2.2.1 Effects Before and After Fulfillment
2.2.2.2 Effects of Loss Deterioration and Improvements
2.3 Potestative, Casual and Mixed Conditions; Effects
2.4 Possible and Impossible Conditions; Effects
2.5 Positive and Negative Conditions; Effects
2.6 Reciprocal Obligations
2.6.1 Concept
2.6.2 Breach
2.6.3 Remedies
b. Obligations with a Period
1. Concept of Term or Period
1.1 Classifications
1.2 Effects of Term or Period
2. Benefit of Term or Period
3. Extinguishment of Debtor’s Right to Period
c. Alternative and Facultative
1. Alternative Obligations
1.1 Concept
1.2 Right of Choice; Limitations
1.3 when to take effect; Effects
1.4 Effect of Loss of Object
2. Facultative Obligations
2.1 Nature and Concept
2.2 Distinguished from Alternative Obligation
2.3 Substitution
2.4 Effect of Loss
d. Joint and Solidary Obligation
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1. Concepts/comparison
2. Joint Obligations
3. Solidary Obligations
e. Divisible and Indivisible Obligations
1. divisible and Indivisible Obligations
2. Solidarity and Indivisibility
3. Joint Indivisible Obligations
f. Obligations with a Penal Clause
1. Obligations with a penal Clause

IV. Extinguishment of Obligations

a. Modes of Extinguishment of Obligations
a.1 Payment or Performance in General
1. Requisites
2. Special Forms of Payment
3. Tender and Consignation
4. Applications of Payment
a.2 Loss of the thing Due and Impossibility of Performance
1. Real Obligations
2. Positive Personal Obligations
3. Remedy of the Creditor if thing was lost by Reason of Fault of 3rd Person
a. 3 Condonation or Remission of Debt
1. Elements
a. 4. Confusion or Merger of Rights
1. Elements
a.5. Compensation
1. Compensation
2. Legal Compensation
3. Conventional or Voluntary Compensation
4. Obligations which may or may not be subject of Compensation
5. Effects of Assignment of Credit Upon Legal Compensation
a.5 Novation
1. Kinds of Novation
2. Novation by Substitution of Debtor
3. Novation by Subrogation
4. Effects of Extinctive Novation upon accessory Contracts
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CONTRACTS

I. Definition, Classification and Distinctions

a. Classification
II. Characteristics of a Contract
a. Characteristics of a Contracts
b. Principles applicable in Contracts
III. Perfection of Contracts
a. Stages
b. Perfections of Contracts
IV. Essential Requisites of Contracts
a. Elements of Contracts
1. Consent
1.1 Capacity to give consent
1.2 Minority, Insanity, Civil Interdiction, Old Age, Illiteracy; Effects
2. Objects of Contracts
2.1 Objects of Contracts
3. Cause or Consideration
V. Forms of Contracts
a. Requirement of Forms in Contracts
b. Contracts which require Form for Validity
c. Contracts which require form for Enforceability
d. Contracts which require Form for Convenience
VI. Reformation and Contract Interpretation
a. Reformation of Instruments
b. Rules in Contract Interpretation
VII. Defective Contracts
a. Rescissible Contracts
b. Voidable Contracts
c. Unenforceable Contracts
d. Void or Inexistent Contracts

Part 2
Law on Sales

I. Nature of Contract
a. Basic Concepts
b. Distinguished from other Contractual Transactions
II. Essential Elements and Forms
a. Essential elements
1. Subject matter
2. Price
3. Capacity of parties
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b. Formalities required in Contract of Sale

III. Formation of Contract of Sale and Perfection and Effects
a. Stages
b. Perfection of Contract of Sale
c. Transfer of Ownership
d. Risk of Loss or Injury to or Benefit from thing Sold
IV. Obligations of a Vendor
V. Obligations of a Vendee
VI. Conditions and Warranties
VII. Remedies of Parties
VIII. Extinguishment of Sale
IX. Redemption
a. Conventional
b. Legal
Part 3. Credit Transaction

I. Loan
a. Commodatum
1. Nature Elements and Characteristics
2. Obligations of the Parties
3. Return of the Thing Loaned
b.Mutuum or Simple Loan
1. Nature and Characteristics
2. Obligations in a contract of Simple Loan
3. Interest
3.1 Payment
3.2 Rate of Interest
II. Deposit
a. Voluntary Deposit
b. Necessary Deposit
c. Judicial Deposit (Sequestration)

III. Guaranty and Suretyship

a. Guaranty
b. Suretyship
c. Legal And Judicial Bonds

IV. Mortgage, Pledge and Antichresis

a. Pledge
b. Mortgage
1. Real Estate Mortgage
1.1 Foreclosure (Judicial and Extrajudicial)
2. Chattel Mortgage
c. Antichresis
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d. Concurrence and Preference of Credit

Part 4. Partnership

I. Basic Concepts.
a. Test in determining existence of Partnership
b. Juridical Personality
c. Form
d. Classifications of Partnership
e. Kinds of Partner

II. Rights and Powers of a Partner

III. Obligations of Partners to one another and to Third Persons

IV. Dissolution and Winding Up

V. Limited Partnership

Part 5. Revised Corporation Code of the Philippines

I. Basic Concepts
a. Attributes of a Corporation
b. Private vs. Public Corporations
c. Classes of Corporation
d. Corporate Juridical Personality
1. Piercing the Veil of Corporate Fiction
2. Reverse Piercing

II. Incorporation and Organization

a. Articles of Incorporation
b. Corporate Name
c. Classes and Equality of Shares
d. By-laws

III. Control and Management of Corporations

a. Corporate control
b. Board Members
1. Qualifications
2. General Powers of the Board
3. Independent Directors
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4. Election of Board Members

4.1 Methods of Voting
4.2 Required number of Votes
4.2.1 Cumulative Voting
5. Board Meetings
5.1 Quorum during Meeting
5.2 Modes of Meeting
5.3 Minutes
6. Vacancies and Removal of the members of the Board
7. Corporate Officers
7.1 Corporate Acts

IV. Corporate Powers

a. Classes of Corporate Power
b. Doctrines
c. Disposition of Shares
d. Merger and Consolidation
e. No Winding-Up

V. Rights of Stockholders and Members

a. Right to Meetings
b. Voting
c. Right of Inspection
d. Pre-emptive Rights
e. Rights of Appraisal
f. Derivative suit vs. Individual Suit
g. Corporate Suit vs. Intra-Corporate Suit
h. Subscription Contract

VI. One Person Corporation

VII. Non-Stock Corporation

a. Definition
b. Purposes
c. Distinguished from Stock Corporations

VIII. Closed Corporation

IX. Religious/Educational Corporation

X. Dissolution and Winding Up

XI. Nationality of Corporation

a. Foreign Corporation
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Part 6. Laws on Other Business Transaction

I. Banking Laws

II. Anti- Money Laundering Law

III. Intellectual Property Law

IV. Data Privacy Act

V. Electronic Commerce Act

VI. Securities and Regulations Code

VII. Ease of Doing Business

Resources:
1. Civil Law Review II 2017 edition by Prof. Elmer T. Rabuya
2. Commercial Law Recap 2020 Edition, Book 1 and Book 2, by Atty. Maria Zarah R.
Villanueva-Castro