Académique Documents
Professionnel Documents
Culture Documents
INSTRUCTIONS
PLEASE CHECK THE NUMBER OF PAGES IN THIS SET WARNING: NOT FOR
SALE OR UNAUTHORIZED USE
MERCANTILE LAW
-I-
(3.) State and explain whether the following are negotiable instruments
under the Negotiable Instruments Law: cra law
(ii) A certificate of time deposit which states “This is to certify that bearer
has deposited in this bank the sum of FOUR THOUSAND PESOS (P4,000.00)
only, repayable to the depositor 200 days after date.”
- II -
(1.) Dagul has a business arrangement with Facundo. The latter would lend
money to another, through Dagul, whose name would appear in the
promissory note as the lender. Dagul would then immediately indorse the
note to Facundo.
(3.) Brad was in desperate need of money to pay his debt to Pete, a loan
shark. Pete threatened to take Brad’s life if he failed to pay. Brad and Pete
went to see Señorita Isobel, Brad’s rich cousin, and asked her if she could
sign a promissory note in his favor in the amount of P10,000.00 to pay Pete.
Fearing that Pete would kill Brad, Señorita Isobel acceded to the request.
She affixed her signature on a piece of paper with the assurance of Brad that
he will just fill it up later. Brad then filled up the blank paper, making a
promissory note for the amount of P100,000.00. He then indorsed and
delivered the same to Pete, who accepted the note as payment of the debt.
What defense or defenses can Señorita Isobel set up against Pete? Explain.
(3%)
- III -
(1.) Under what conditions may a stock corporation acquire its own shares?
(2%)
(2.) Janice rendered some consultancy work for XYZ Corporation. Her
compensation included shares of stock therein.
Can XYZ Corporation issue shares of stock to pay for the services of Janice
as its consultant?
- IV -
b) Can Divine Corporation sell the aforesaid items to its competitor, Top
Grade Fashion Corporation?
d) In case Divine Corporation violated the law, what remedies are available
to Top Grade Fashion Corporation against Divine Corporation? (5%)
-V-
b) Distinguish dividend from profit; cash dividend from stock dividend. (2%)
c) From what funds are cash and stock dividends sourced? Explain why.
(2%)
- VI -
- VII -
(2.) Malyn, Schiera and Jaz are the directors of Patio Investments, a close
corporation formed to run the Patio Café, an al fresco coffee shop in Makati
City. In 2000, Patio Café began experiencing financial reverses,
consequently, some of the checks it issued to its beverage distributors and
employees bounced. In October 2003, Schiera informed Malyn that she
found a location for a second café in Taguig City. Malyn objected because of
the dire financial condition of the corporation. Sometime in April 2004, Malyn
learned about Fort Patio Café located in Taguig City and that its development
was undertaken by a new corporation known as Fort Patio, Inc., where both
Schiera and Jaz are directors. Malyn also found that Schiera and Jaz, on
behalf of Patio Investments, had obtained a loan of P500,000.00, from
PBCom Bank, for the purpose of opening Fort Patio Café. This loan was
secured by the assets of Patio Investments and personally guaranteed by
Schiera and Jaz. Malyn then filed a corporate derivative action before the
Regional Trial Court of Makati City against Schiera and Jaz, alleging that the
two directors had breached their fiduciary duties by misappropriating money
and assets of Patio Investments in the operation of Fort Patio Café.
b) Was it proper for Malyn to file a derivative suit with a prayer for injunctive
relief? Explain.
c) Assuming that a derivative suit is proper, may the action continue if the
corporation is dissolved during the pendency of the suit? Explain. (5%)
- VIII -
c) Assuming that Aaron has guarantors for his debts, are the guarantors
released from their obligations once Aaron is discharged from his debts?
Explain.
d) What remedies are available to the guarantors in case they are made to
pay the creditors? Explain. (5%)
- IX -
Can Jacob still add Yob and Jojo as his beneficiaries? Explain. (2%)
-X-
(1.) M/V Pearly Shells, a passenger and cargo vessel, was insured for
P40,000,000.00 against “constructive total loss.” Due to a typhoon, it sank
near Palawan. Luckily, there were no casualties, only injured passengers.
The shipowner sent a notice of abandonment of his interest over the vessel
to the insurance company which then hired professionals to afloat the vessel
for P900,000.00. When re-floated, the vessel needed repairs estimated at
P2,000,000.00. The insurance company refused to pay the claim of the
shipowner, stating that there was “no constructive total loss.” chan roble svirtualawl ibra ry
- XI -
b) Can AC Bank also foreclose the mortgage over the fishpond? Explain.
(5%)
- XII -
b) Was there a violation of the Secrecy of Bank Deposits Law (Republic Act
No. 1405)? Explain. (5%)
- XIII -
(1.) Discuss the “kabit system” in land transportation and its legal
consequences. (2%)
Procopio sued Emmanuel for damages, but the latter moved to dismiss the
case on the ground that Procopio is not the real party in interest since he is
not the registered owner of the jeepney. Resolve the motion with reasons.
(3%)
(3.) Baldo is a driver of Yellow Cab Company under the boundary system.
While cruising along the South Expressway, Baldo’s cab figured in a collision,
killing his passenger, Pietro. The heirs of Pietro sued Yellow Cab Company
for damages, but the latter refused to pay the heirs, insisting that it is not
liable because Baldo is not its employee.
- XIV -
(1.) On a clear weather, M/V Sundo, carrying insured cargo, left the port of
Manila bound for Cebu. While at sea, the vessel encountered a strong
typhoon forcing the captain to steer the vessel to the nearest island where it
stayed for seven days. The vessel ran out of provisions for its passengers.
Consequently, the vessel proceeded to Leyte to replenish its supplies.
a) Assuming that the cargo was damaged because of such deviation, who
between the insurance company and the owner of the cargo bears the loss?
Explain.
(2.) Star Shipping Lines accepted 100 cartons of sardines from Master to be
delivered to 555 Company in Manila. Only 88 cartons were delivered,
however, these were in bad condition. 555 Company claimed from Star
Shipping Lines the value of the missing goods, as well as the damaged
goods. Star Shipping Lines refused because the former failed to present a
bill of lading.
- XV -
(1.) S Development Corporation sued Shangrila Corporation for using the “S”
logo and the tradename “Shangrila”. The former claims that it was the first
to register the logo and the tradename in the Philippines and that it had
been using the same in its restaurant business. Shangrila Corporation
counters that it is an affiliate of an international organization which has been
using such logo and tradename “Shangrila” for over 20 years. However,
Shangrila Corporation registered the tradename and logo in the Philippines
only after the suit was filed.
a) Which of the two corporations has a better right to use the logo and the
tradename? Explain.
c) Supposing Joab got wind of the inventions of his employees and also laid
claim to the patents, asserting that Cezar and Francis were using his
materials and company time in making the devices, will his claim prevail
over those of his employees? Explain. (5%)
NOTHING FOLLOWS.