Bar Questions - Commercial

7/25/2019 Bar Questions - Commercial

1/19

MERCANTILE LAW

BAR EXAMINATION 2006

- I -

1. What is the doctrine of "piercing the veil of corporate entity?" Explain 2.5%

2. To hat circ!stances ill the doctrine apply? 2.5%

#. What is the ini! and axi! n!$er of incorporators re!ired to incorporate a stoc&

corporation? is this also the sae ini! and axi! n!$er of dicrectors re!ired in a

stoc& corporation? 2.5%

'. (!st all incorporators and directors $e residents of the )hilippines? 2.5%

- II -

*isc!ss the legal conse!ences hen a $an& honors a forged chec&. 5%

- III -

+!n as a$o!t to leave for a $!siness trip. ,s his !s!al practice he signed several $lan& chec&s. e

instr!cted /!th his secretary to fill the as payent for his o$ligations. /!th filled one chec& ith

her nae as payee placed )#0000.00 thereon endorsed and delivered it to (arie. he accepted

the chec& in good faith as payent for goods she delivered to /!th. Event!ally /!th regretted hat

she did and apologied to +!n. Iediately he directed the draee $an& to dishonor the chec&.

When (arie encashed the chec&. it as dishonored.

1. Is +!n lia$le to (arie? 5%

2. !pposing the chec& as stolen hile in /!th3s possession and a thief filled the $lan& chec&

endorsed and deli$vered it to (arie in payent for the goods he p!rchased fro her is +!n

lia$le to (arie if the chec& is dishonored? 5%

- I4 -

/!dy is o$less $!t is rep!ted to $e a !eteng operator. e has never $een charged or convicted of

any crie. e aintains several $an& acco!nts and has p!rchased 5 ho!ses and lots for his

children fro the 6!ansing /ealty I Inc. ince he does not have any visi$le o$ the copanyreported his p!rchases to the ,nti-(oney 6a!ndering 7o!ncil 8,(679. Thereafter ,(67 charged

hi ith violation of the ,nti-(oney 6a!ndering 6a. :pon re!est of the ,(67 the $an& disclosed

to it /!dy3s $an& deposits ao!nting to )100 (illion. !$se!ently he as charged in co!rt for

violation of the ,nti-(oney 6a!ndering 6a.

1. 7an /!dy ove to disiss the case on the gro!nd that he has no criinal record? 2.5%


2/19

2. To raise f!nds for his defense /!dy sold the ho!ses and lots to a friend. 7an 6!ansing

/ealty Inc. $e copelled to transfer to the $!yer onership of the ho!ses and lots? 2.5%

#. In disclosing /!dy3s $an& acco!t;9ts to the ,(67 did the $an& violate any la? 2.5%

'. !pposing the titles of the ho!ses and lots are in possession of the 6!ansing /ealty I Inc. isit !nder o$ligation to deliver the titles to /!dy? 2.5%

- 4 -

The )enins!la Ins!rance 7opany offered to ins!re


3/19

Explain hether the loan officer is correct. 5%

- I@ -

The >l!e tar 7orporation filed ith the /egional Trial 7o!rt a petition for reha$ilitation on the

gro!nd that it foresa the ipossi$ility of paying its o$ligations as they fall d!e.


4/19

- @4 -

, real estate ortgage ay $e foreclosed !dicially or extra!dicially.

In hat instance aya ortgagee extra!dicially foreclose a real estate ortgage? 5%

- @4I -

)!rs!ant to a rit of exec!tion iss!ed $y the /egional Trial 7o!rt in "Express >an& v. *on /!$io"

the sheriff levied and sold at p!$lic a!ction D photocopying achines of *on /!$io. Is the sheriff3s

sale covered $y the >!l& ales 6a? 5%


I.(10%)

/ iss!ed a chec& for )1( hich he !sed to pay for &illing his political eney.

a. 7an the chec& $e considered a negotia$le instr!ent?

$. *oes . have a ca!se of action against / in case of dishonor $y the draee $an&?

c. If negotiated the chec& to T ho accepted it in good faith and for val!e ay / $e heldsecondarily lia$le $y T?

/eason $riefly in 8a9 8$9 and 8c9.

II.(10%)

,lex deposited goods for hich >illy areho!sean iss!ed a negotia$le areho!se receiptherein the goods ere delivera$le to ,lex or order. ,lex negotiated the receipt to 7aloy. Thereafter*ario a creditor sec!red !dgent against ,lex and served notice of levy over the goods on theareho!sean.

a. To ho sho!ld the areho!sean deliver the goods !pon deand?

$. Wo!ld yo! anser $e the sae if the areho!sean iss!ed a non-negotia$le areho!sereceipt

III.(5%)

*iana and )iolo are fao!s personalities in sho$!siness ho &ept their love affair secret. They!se a special instant essaging service hich allos the to see one another3s typing on their onscreen as each letter &ey is pressed. When reg the controller of the service facility fo!nd o!t their


5/19

identities he &ept a copy of all the essages *iana and )iolo sent each other and p!$lished the.Is reg lia$le for copyright infringeent? /eason $riefly.

IV.(10%)

,lfredo too& o!t a policy to ins!re his coercial $!ilding against fire. The $ro&er for the ins!rancecopany agreed to give a 15-day credit ithin hich to pay the ins!rance prei!. :pon delivery ofthe policy on (ay 15 200= ,lfredo iss!ed a postdated chec& paya$le on (ay #0 200=. An (ay 2D200= a fire $ro&e o!t and destroyed the $!ilding oned $y ,lfredo.

a. (ay ,lfredo recover on the ins!rance policy?

$. Wo!ld yo!r anser in 8a9 $e the sae if it as fo!nd that the proxiate ca!se of the fire asan explosion and that fire as $!t the iediate ca!se of loss and there is no excepted peril!nder the policy?

c. If the fire as fo!nd to have $een ca!sed $y ,lfredo3s on negligence can he still recover

on the policy?

/eason $riefly in 8a9 8$9 and 8c9.

V.(5%)

7 contracted * to renovate his coercial $!ilding. * ordered constr!ction aterials fro E andreceived delivery thereof. The folloing day 7 ent to < >an& to apply for a loan to pay theconstr!ction aterials. ,s sec!rity for the loan 7 as ade to exec!te a tr!st receipt. Ane yearlater after 7 failed to pay the $alance on the loan < >an& charged hi ith violation of the Tr!st/eceipts 6a.

a. What is a Tr!st /eceipt?

$. Will the case against 7 prosper? /eason $riefly.

VI.(5%)

*isc!ss the tr!st f!nd doctrine

VII.(10%)

In a stoc&holder3s eeting dissented fro the corporate act converting preferred voting shares tonon-voting shares. Thereafter s!$itted his certificates of stoc& for notation that his shares aredissenting. The next day transferred his shares to T to ho ne certificates ere iss!ed. Bo Tdeands fro the corporation the payent of the val!e of his shares.

a. What is the eaning of a stoc&holder3s appraisal right?

$. 7an T exercise the right of appraisal? /eason $riefly.


6/19

VIII.(10%)

*!e to groing financial diffic!lties >an& as !na$le to finish constr!ction of its 21-storey $!ildingon a prie lot located in (a&ati 7ity. Inevita$ly the Bangko Sentralordered the clos!re of >an&and conse!ently placed it !nder receivership. In a $id to save the $an&3s property investent the

)resident of >an& entered into a financing agreeent ith a gro!p of investors for the copletionof the constr!ction of the 21-storey $!ilding in exchange for a ten year lease and the excl!siveoption to p!rchase the $!ilding.

a. Is the act of the )resident valid? Why or hy not?

$. Will a s!it to enforce the excl!sive right of the investors to p!rchase the property prosper?/eason $riefly.

IX.(5%)

An *ece$er ' 200# /E* 7orporation exec!ted a real estate ortgage in favor of >6:E >an&./E* 7orporation defa!lted in the payent of its loan. 7onse!ently on +!ne ' 200' >6:E >an&extra!dicially foreclosed the property. >eing the highest $idder in the a!ction sale cond!cted the>an& as iss!ed a 7ertificate of ale hich as registered on ,!g!st ' 200'.

*oes /E* 7orporation still have the right to redee the property as of epte$er 1' 200F?/eason $riefly.

X.(5%)

Bae at least five 859 predicate cries to oney la!ndering.

XI.(10%)

To vessels fig!red in a collision along the traits of !iaras res!lting in considera$le loss ofcargo. The daaged vessels ere safely cond!cted to the )ort of Iloilo. )assenger , failed to file aaritie protest. >. a non-passenger $!t a shipper ho s!ffered daage to his cargo li&eise didnot file a aritie protest at all.

a. What is a aritie protest?

$. 7an , and > s!ccessf!lly aintain an action to recover losses and daages arising fro the

collision? /eason $riefly.

XII.(5%)

ee&ing to strealine its operations and to $ail o!t its losing vent!res the stoc&holders of @7orporation !nanio!sly adopted a proposal to sell s!$stantially all of the achineries ande!ipent !sed in and o!t its an!fact!ring $!siness and to sin& the proceeds of the sale for theexpansion of its cargo transport services.


7/19

a. Wo!ld the transaction $e covered $y the provisions of the >!l& ales 6a?

$. o o!ld @ 7orporation effect a valid sale?

XIII.(10%)

a. What are the preferred clais that shall $e satisfied first fro the assets of an insolventcorporation?

$. o shall the reaining non-preferred creditors share in the estate of the insolventcorporation a$ove?


I

@ corporation entered into a contract ith )T 7ontr!ction 7orp. for the latter to constr!ct and $!ild as!gar ill ithin six 8=9 onths. They agreed that in case of delay )T 7onstr!ction 7orp. ill pay @7orporation )100000 for every day of delay. To ens!re payent of the agreed ao!nt of daages)T 7onstr!ction 7orp. sec!red fro ,tlantic >an& a confired and irrevoca$le letter of credit hichas accepted $y @ 7orporation in d!e tie. Ane ee& $efore the expiration of the six 8=9 onthperiod )T 7onstr!ction 7orp. re!ested for an extension of tie to deliver claiing that the delayas d!e to the fa!lt of @ 7orporation. , controversy as to the ca!se of the delay hich involved theor&anship of the $!ilding ens!ed. The controversy reained !nresolved. *espite the controversy@ 7orporation presented a clai against ,tlantic >an& $y exec!ting a draft against the letter ofcredit.

a. 7an ,tlantic >an& ref!se payent d!e to the !nresolved controversy? Explain. 8#%9

$. 7an @ 7orporation clai directly fro )T 7onstr!ction 7orp.? Explain. 8#%9

II

To 7r! o$tained a loan of ) 1 (illion fro @G >an& to finance his p!rchase of 5000 $ags offertilier. e exec!ted a tr!st receipt in favor of @G >an& over the 5000 $ags of fertilier. To 7r!ithdre the 5000 $ags fro the areho!se to $e transported to 6!cena 7ity here his store aslocated. An the ay ared ro$$ers too& fro To 7r! the 5000 $ags of fertilier. To 7r! noclais that his o$ligation to pay the loan to @G >an& is exting!ished $eca!se the loss as not d!eto his fa!lt. Is To 7r! correct? Explain. 8'%9

III

a. ,s a r!le !nder the Begotia$le Instr!ents 6a a s!$se!ent party ay hold a prior partylia$le $!t not vice-versa. ive to 829 instances here a prior party ay hold a s!$se!entparty lia$le. 82%9


8/19

$. o does the "shelter principle" e$odied in the Begotia$le Instr!ents 6a operate to givethe rights of a holder-in-d!e co!rse to a holder ho does not have the stat!s of a holder-in-d!e co!rse? >riefly explain. 82%9

IV

,> 7orporation dre a chec& for payent to @G >an&. The chec& as given to an officer of ,>7orporation ho as instr!cted to deliver it to @G >an&. Instead the officer intending to defra!d the7orporation filled !p the chec& $y a&ing hiself as the payee and delivered it to @G >an& fordeposit to his personal acco!nt. ,> 7orporation coe to &no of the officer3s fra!d!lent act after hea$sconded. ,> 7orporation as&ed @G >an& to recredits its ao!nt. @G >an& ref!sed.

a. If yo! ere the !dge hat iss!es o!ld yo! consider relevant to resolve the case? Explain8#%9

$. o o!ld yo! decide the case? Explain. 82%9

V

)ancho dre a chec& to >ong and erard ointly. >ong indorsed the chec& and also forged erard3sendorseent. The payor $an& paid the chec& and charged )ancho3s acco!nt for the ao!nt of thechec&. erard received nothing fro the payent.

a. )ancho as&ed the payor $an& to recredit his acco!nt. ho!ld the $an& coply? Explain f!lly.8#%9

$. >ased on the facts as )ancho as draerdischarged on the instr!ent? Why?82%9

VI

An +an!ary 1 2000 ,ntonio /ivera sec!red a life ins!rance fro A Ins!rance 7orp. for )1(illion ith ea /ivera his adopted da!ghter as the $eneficiary. ,ntonio /ivera died on (arch' 2005 and in the police investigation it as ascertained that ea /ivera participated as anaccessory in the &illing of ,ntonio /ivera. 7an A Ins!rance 7orp. avoid lia$ility $y setting !p as adefense the participation of ea /ivera in the &illing of ,ntonio /ivera? *isc!ss ith reasons.8'%9

VII

Terraas de )atio 4erde a condoini! $!ilding has a val!e of )50 (illion. The oner ins!red the$!ilding against fire ith three 8#9 ins!rance copanies for the folloing ao!nts;

Borthern Ins!rance 7orp. - )20 (illion

o!thern Ins!rance 7orp. - )#0 (illion

Eastern Ins!rance 7orp. - )50 (illion

a. Is the oner3s ta&ing of ins!rance for the $!ilding ith three 8#9 ins!rers valid? *isc!ss. 8#%9


9/19

$. The $!ilding as totally raed $y fire. If the oner decides to clai fro Eastern Ins!rance7orp. only )50 (illion ill the clai prosper? Explain. 82%9

VIII

7ity /ailays Inc. 87/I9 provides train services for a fee to co!ters fro (anila to 7ala$a

6ag!na. 7o!ters are re!ired to p!rchase tic&ets and then proceed to designated loading ang!nloading facilities to $oard the train. /icardo antos p!rchased a tic&et for 7ala$a and enteredthe station. While aiting he had an altercation ith the sec!rity g!ard of 7/I leading to a fistfight./icardo antos fell on the railay !st as a train as entering the station. /icardo antos as r!nover $y the train. e died.

In the action for daages filed $y the heirs of /icardo antos 7/I interposed lac& of ca!se ofaction contending that the ishap occ!rred $efore /icardo antos $oarded the train and that it asnot g!ilty of negligence. *ecide.85%9

IX

An Acto$er #0 200F (H4 )acific a )hilippine registered vessel oned $y 7e$! hipping 7opany8779 san& on her voyage fro ong ong to (anila. Epire ,ss!rance 7opany 8Epire9 is theins!rer of the lost cargoes loaded on $oard the vessel hich ere consigned to *e$enhas7opany. ,fter it indenified *e$enhas Epire as s!$rogee filed an action for daages against77.

a. ,ss!e that the vessel as seaorthy. >efore departing the vessel as advised $y the+apanese (eteorological 7enter that it as safe to travel to its destination. >!t hile at seathe vessel received a report of a typhoon oving ithin its general path. To avoid thetyphoon the vessel changed its co!rse. oever it as still at the fringe of the typhoonhen it as repeatedly hit $y h!ge aves fo!ndered and event!ally san&. The captain andthe cre ere saved except three 8#9 ho perished. Is 77 lia$le to Epire? What principle

of aritie la is applica$le? Explain. 8#%9

$. ,ss!e the vessel as not seaorthy as in fact its h!ll had lea&ed ca!sing flooding in thevessel. Will yo!r anser $e the sae? Explain. 82%9

c. ,ss!e the facts in !estion 8$9. 7an the heirs of the three 8#9 cre e$ers ho perishedrecover fro 77? Explain f!lly. 8#%9

X

Belson oned and controlled onnel 7onstr!ction 7opany. ,cting for the copany Belsoncontracted the constr!ction of a $!ilding. Witho!t first installing a protective net atop the sideal&s

adoining the constr!ction site the copany proceeded ith the constr!ction or&. Ane day a heavypiece of l!$er fell fro the $!ilding. It sashed a taxica$ hich at that tie had gone offroad andonto the sideal& in order to avoid the traffic. The taxica$ passenger died as a res!lt.

a. ,ss!e that the copany had no ore acco!nt and property in its nae. ,s co!nsel for theheirs of the victi ho ill yo! s!e for daages and hat theory ill yo! adopt? 8#%9

$. If yo! ere the co!nsel for onnel 7onstr!ction ho o!ld yo! defend yo!r client? Whato!ld $e yo!r theory? 82%9


10/19

c. 7o!ld the heirs hold the taxica$ oner and driver lia$le? Explain. 82%9

XI

a. ince


11/19

to $e paid )1000 for each col!n that as p!$lished. In the co!rse of to onths Eloise s!$ittedthree col!ns hich after soe slight editing ere printed in the nespaper. oever *iario de(anila proved !nprofita$le and closed only after to onths. *!e to the inial ao!nts involvedeloise chose not to p!rs!e any clai for payent fro the nespaper hich as oned $y Be(edia Enterprises.

Three years later Eloise as planning to p!$lish an anthology of her or&s and anted to incl!dethe three col!ns that appeared in the *iario de (anila in her anthology. he as&s for yo!r legaladvice;

a. *oes Eloise have to sec!re a!thoriation fro Be (edia Enterprises to $e a$le to p!$lishher *iario de (anila col!ns in her on anthology? Explain f!lly. 8'%9

$. ,ss!e that Be (edia Enterprises plans to p!$lish Eloise3s col!ns in its on anthologyentitled "The >est of *iaro de (anila;. Eloise ants to prevent the p!$lication of hercol!ns in that anthology since she as never paid $y the nespaper. Bae one irref!ta$lelegal arg!ents Eloise co!ld cite to enoin Be (edia Enterprises fro incl!ding hercol!ns in its anthology. 82%9

XVI

In 1JJJ (ocha War an ,erican !sician had a hit rap single called War War oney hichhe hiself coposed and perfored. The single as prod!ced $y a 7alifornia record copanyalactic /ecords. (any noticed that soe passages fro War War oney so!nded eerily siilarto parts :nde assle a 1JFD hit song $y the >ritish roc& $and (aesty. , copyright infringeent s!itas filed in the :nited tates against (ocha War $y (aesty. It as later settled o!t of co!rt ith(aesty receiving attri$!tion as co-a!thor of War War oney as ell as a share in the royalties.

>y 2002 (ocha War as nearing $an&r!ptcy and he sold his econoic rights over War Waroney to alactic /ecords for K10000

In 200D )lanet


12/19

of )10000 fro >o$ to $e paid on o$ foreclosedthe chattel ortgage $!t the car as $idded for )=000 only. ,l also failed to pay the second loand!e on o$ filed an action for collection of s! oney. ,l filed a otion todisiss claiing that >o$ sho!ld first cforeclosed the ortgage on the onda otorcycle $efore hecan file the action for s! of oney. *ecide ith reasons. 8'%9

XVIII

a. 7an a distressed corporation file a petition for corporate reha$ilitation after the disissal ofits earlier petition for insolvency? Why? 82%9

$. 7an the corporation file a petition for reha$ilitation first and after it is disissed file a petitionfor insolvency? Why? 82%9

c. Explain the &ey phrase "e!ality is e!ity" in corporate reha$ilitation proceedings. 82%9

XIX

Ind!stry >an& hich has a net orth of )1 >illion extended a loan to 7elestial )roperties Inc.ao!nting to )2F0 (illion. The loan as sec!red $y a ortgage over a vast coercial lot in theonifacio lo$al 7ity appraised at )#50 (illion. ,fter a!dit the >ang&o entral ng )ilipinasgave notice that the loan to 7elestial )roperties exceeded the single $orroer3s liit of 25% of the$an&3s net orth !nder a recent >) 7irc!lar. In light of other previo!s siilar violations of the creditliit re!ireent the >) advised Ind!stry >an& to red!ce the ao!nt of the loan to 7elestial)roperties !nder pain of severe sanctions. When Ind!stry >an& infored 7elestial )roperties that itintended to red!ce the loan $y )50 (illion 7elestial )roperties co!ntered that the $an& sho!ld firstrelease a part of the collateral orth )50 (illion. Ind!stry >an& reected the co!nter-proposal andreffered the atter to yo! as co!nsel. o o!ld yo! advise Ind!stry >an& to proceed ith its $estinterest in ind? 85%9


PART I

I

TRUE or AL!E.,nser T/:E if the stateent is tr!e or !l& ales 6a the sale o!ldstill $e valid.


13/19

d. *ividends on shares of stoc&s can only $e declared o!t of !nrestricted retained earnings ofthe corporation.

e. , $an& !nder receivership can still grant ne loans and accept ne deposits.

II

,tlantis /ealty 7orporation 8,/79 a local fir engaged in real estate developent plans to sell oneof its prie assets --- a three-hectare land val!ed at a$o!t )100-illion. ernardo offering as sec!rity his 500shares of stoc& orth )1.5-illion in @erxes 7orporation and his 200F >(W sedan val!ed at )2-illion. The ortgage on the shares of stoc& as registered in the Affice of the /egister of *eeds of

(a&ati 7ity here @erxes 7orporation has its principal office. The ortgage on the car asregistered in the Affice of the /egister of *eeds of (anila. ,rando exec!ted a single ,ffidavit ofood ernardo foreclosed on the to chattelortgages. ,rando filed s!it to n!llify the foreclos!re and the ortgages raising the folloingiss!es;

a. The exec!tion of only one ,ffidavit of ood ernardo extra!dicially foreclosed on the ortgages and $oth the car and theshares of stoc& ere sold at p!$lic a!ction. If the proceeds fro s!ch p!$lic sale sho!ld $e)1-illion short of ,randoNs total o$ligation can >ernardo recover the deficiency? Why orhy not? 82%9


14/19

IV

,ntarctica 6ife ,ss!rance 7orporation 8,6,79 p!$licly offered a specially designed ins!rance policycovering persons $eteen the ages of 50 to F5 ho ay $e afflicted ith serio!s and de$ilitatingillnesses. O!irico applied for ins!rance coverage stating that he as already D0 years old.Bonetheless ,6,7 approved his application.

O!irico then re!ested ,6,7 for the iss!ance of a cover note hile he as trying to raise f!nds topay the ins!rance prei!. ,6,7 granted the re!est. Ten days after he received the cover noteO!irico had a heart sei!re and had to $e hospitalied. e then filed a clai on the policy.

a. 7an ,6,7 validly deny the clai on the gro!nd that the ins!rance coverage as p!$liclyoffered as availa$le only to persons 50 to F5 years of age? Why or hy not? 82%9

$. *id ,6,7Ns iss!ance of a cover note res!lt in the perfection of an ins!rance contract$eteen O!irico and ,6,7? Explain. 8#%9

V

7ecilio is planning to p!t !p a grocery store in the s!$division here he and his faily reside. Toproote this proposed $!siness vent!re he told his ife and three children to send o!t prootionaltext essages to all the residents in the s!$division. 7ecilioNs faily e$ers did as instr!cted ands!cceeded in reaching thro!gh text essages ore than D0% of the residents in the s!$division.

Is 7ecilio ha$it!ally engaged in coerce even if the grocery store has yet to $e esta$lished?Explain yo!r anser. 8#%9

VI

6oreno dre a $ill of exchange in the ao!nt of )100000.00 paya$le to >ar$ara or order ith his

ife *iana as draee. ,t the tie the $ill as dran *iana as !naare that >ar$ara is 6orenoNsparao!r.

>ar$ara then negotiated the $ill to her sister Elena ho paid for it for val!e and ho did not &noho 6oreno as. An d!e date Elena presented the $ill to *iana for payent $!t the latterproptly dishonored the instr!ent $eca!se $y then *iana had already learned of her h!s$andNsdalliance.

a. Was the $ill laf!lly dishonored $y *iana? Explain. 8#%9

$. *oes the illicit ca!se or consideration adversely affect the negotia$ility of the $ill? Explain.8#%9

VII

lo$al Transport ervices Inc. 8TI9 operates a fleet of cargo vessels plying interisland ro!tes.Ane of its vessels (4 *ona +!ana left the port of (anila for 7e$! laden ith aong other goods10000 television sets consigned to /o!aldo a T4 retailer in 7e$!.

When the vessel as a$o!t ten na!tical iles aay fro (anila the ship captain heard on the radiothat a typhoon hich as anno!nced $y ),-,, as on its ay o!t of the co!ntry had s!ddenly


15/19

veered $ac& into )hilippine territory. The captain realied that (4 *ona +!ana o!ld traverse thestorNs path $!t decided to proceed ith the voyage. Tr!e eno!gh the vessel sailed into the stor.The captain ordered the ettison of the 10000 television sets along ith soe other cargo in orderto lighten the vessel and a&e it easier to steer the vessel o!t of the path of the typhoon. Event!allythe vessel ith its cre intact arrived safely in 7e$!.

a. Will yo! characterie the ettison of /o!aldoNs T4 sets as an average? If so hat &ind ofan average and hy? If not hy not? 8#%9

$. ,gainst ho does /o!aldo have a ca!se of action for indenity of his lost T4 sets?Explain. 8#%9

VIII

(aharli&ang )ilipino >an&ing 7orporation 8()>79 operates several $ranches of (aharli&ang)ilipino /!ral >an& in Eastern 4isayas. ,lost all the $ranch anagers are close relatives of thee$ers of the >oard of *irectors of the corporation. (any !ndeserving relatives of the $ranchanagers ere granted loans. In tie the $ranches co!ld not settle their o$ligations to depositors

and creditors.

/eceiving reports of these irreg!larities the !pervising and Exaining *epartent 8E*9 of the(onetary >oard prepared a detailed report 8E* /eport9 specifying the facts and the chronology ofevents relative to the pro$les that $eset ()>7 r!ral $an& $ranches. The report concl!ded that the$an& $ranches ere !na$le to pay their lia$ilities as they fell d!e and co!ld not possi$ly contin!e in$!siness itho!t inc!rring s!$stantial losses to its depositors and creditors.

a. (ay the (onetary >oard order the clos!re of the ()>7 r!ral $an&s relying only on the E*/eport itho!t need of an exaination? Explain. 8#%9

$. If ()>7 hires yo! as layer $eca!se the (onetary >oard has for$idden it fro carrying on

its $!siness d!e to its iinent insolvency hat action ill yo! instit!te to !estion the(onetary >oardNs order? Explain. 8#%9

IX

When is there an ultra vires act on the part of PaQ the corporationM P$Q the $oard of directorsM and PcQthe corporate officers. 8#%9

X

What are the so-called exempt securities !nder the ec!rities /eg!lation 7ode? 82%9

PART II

XI

TRUE or AL!E.,nser T/:E if the stateent is tr!e or


16/19

a. , loan agreeent hich provides that the de$tor shall pay interest at the rate deterined $ythe $an&Ns $ranch anager violates the disclos!re re!ireent of the Tr!th in 6ending ,ct.

$. :nder the Wareho!se /eceipts 6a a areho!sean loses his lien !pon the goods henhe s!rrenders possession thereof.

c. The Howey Test states that there is an investent contract hen a person invests oney ina coon enterprise and is led to expect profits priarily fro the efforts of others.

d. , doc!ent dated +!ly 15 200J that reads; "Pay to X or order the sum of P!# fivedays after his pet dog! Sparky! dies# Signed $#" is a negotia$le instr!ent.

e. ", $an& is $o!nd to &no its depositorNs signat!re" is an inflexi$le r!le in deterining thelia$ility of a $an& in forgery cases.

XII

a!dencio a store oner o$tained a )1-illion loan fro >athala eca!se a!dencio did not pay >!ilding 7orporation 8>79. Ane of theprovisions of the one-year lease contract states;

"01# x x x The 23SS33 shall not insure against fire the chattels! merchandise! textiles!goods and effects placed at any stall or store or space in the leased premises without firsto&taining the written consent of the 23SS*+# %f the 23SS33 o&tains fire insurance coveragewithout the consent of the 23SS*+! the insurance policy is deemed assigned andtransferred to the 23SS*+ for the latter4s &enefit#"


17/19

Botithstanding the stip!lation in the contract itho!t the consent of >7 7iriaco ins!red theerchandise inside the leased preises against loss $y fire in the ao!nt of )500000.00 ith


18/19

XVI

An epte$er 15 200F @G 7orporation iss!ed to )aterno D00 preferred shares ith the folloingters;

"The Preferred Shares shall have the following rights! preferences! 6ualifications! and

limitations! to wit7

0# The right to receive a 6uarterly dividend of *ne Per 8entum ,0./! cumulative andparticipating9

2. These shares may &e redeemed! &y drawing of lots! at any time after two ,:/ yearsfrom date of issue! at the option of the 8orporation9 x x x#"

Today )aterno s!es @G 7orporation for specific perforance for the payent of dividends on andto copel the redeption of the preferred shares !nder the ters and conditions provided in thestoc& certificates. Will the s!it prosper? Explain. 8#%9

XVII

)hilippine )alaces /ealty 8))/9 had $een representing itself as a registered $ro&er of sec!ritiesd!ly a!thoried $y the ec!rities and Exchange 7oission 8E79. An Acto$er = 1JJ= ))/ soldto spo!ses 6eon and 7arina one 819 tieshare of Palacio del Boracay for :KF500.00. oever its/egistration tateent $ecae effective only on


19/19

XIX

Ane of the passenger $!ses oned $y 7ontinental Transit 7orporation 87T79 plying its !s!al ro!tefig!red in a collision ith another $!s oned $y :niversal Transport Inc. 8:TI9. ,ong those in!redinside the 7T7 $!s ere; /oeo a sto aayM a!el a pic&poc&et then in the act of ro$$ing hisseatate hen the collision occ!rredM Teresita the $!s driverNs istress ho !s!ally accopanied

the driver on his trips for freeM and :riel holder of a free riding pass he on in a raffle held $y 7T7.

a. Will a s!it for $reach of contract of carriage filed $y /oeo a!el Teresita and :rielagainst 7T7 prosper? Explain. 8#%9

$. *o /oeo a!el Teresita and :riel have a ca!se of action for daages against :TI?Explain. 8#%9

c. What if any are the valid defenses that 7T7 and :TI can raise in the respective actionsagainst the? Explain. 8#%9

XX

:nder the ec!rities /eg!lation 7ode hat is the ;argin Trading +ule< 82%9




BAR EXAMINATION 201"

BAR EXAMINATION 201#

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Bar Questions - Commercial