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I. Letters of Credit
A. Definition/concept
B. Governing laws
C. Nature of letter of credit
D. Parties to a letter of credit
1. Rights and obligations of parties
E. Basic principles of letter of credit
1. Doctrine of independence2. Fraud exception principle3. Doctrine of strict compliance
Cases:
1. Metropolitan Waterworks and Sewerage System v. Hon. Reynaldo B. Daway and Maynilad Water Services, Inc., G.R. No. 160732, June 21, 2004
2. Mico Metals Corp. v. Court of Appeals and Philippine Bank of Communications, G.R. No. 117914, Feb. 1, 2002
3. Transfield Philippines, Inc. v. Luzon Hydro Corporation, Australia and New Zealand Banking Group Limited and Security Bank Corporation, G.R. NO. 146717, Nov. 22, 2004
II. Warehouse Receipts Law (Act No. 2137)
A. Nature and functions of a warehouse receipt
Definition and nature of Warehouse Receipts Purpose of the Law Who may issue Warehouse Receipts
Form and content of Warehouse Receipts Effect of omission of any of the essential terms Terms that cannot be included
1. To whom delivered
2. Kinds
3. Distinctions between a negotiable instrument and a negotiable warehouse receipt
4. Rights of a holder of a negotiable warehouse receipt as against a transferee of a nonnegotiable warehouse receipt
B. Duties of a warehouseman
Who is a warehouseman Principal obligations of a warehouseman Lawful excuses to deliver goods In case of misdelivery Altered receipts Liability of warehouseman
C. Warehouseman’s lien
Extent Loss and waiver of lien Enforcement
Other topics:
D. Negotiation and transfer of receipts
E. Criminal offenses
III. Trust Receipts Law (Pres. Decree No. 115)
Purpose of the Law Trust Receipts, Definition Trust Receipt Transaction, Definition Parties to a Trust Receipt
Importance of Trust Receipts Difference of Trust Receipts and Letters Of Credit
A. Definition/concept of a trust receipt transaction1. Loan/security feature
2. Ownership of the goods, documents and instruments under a trust receipt
B. Rights of the entruster
1. Validity of the security interest as against the creditors of the entrustee/innocent purchasers for value
C. Obligations and liability of the entrustee
1. Payment/delivery of proceeds of sale or disposition of goods, documents or instruments
2. Return of goods, documents or instruments in case of sale3. Liability for loss of goods, documents or instruments4. Penal sanction if offender is a corporation
D. Remedies available
Cases:
1. Development Bank of the Philippines v. Prudential Bank, G.R. No. 143772, Nov. 22, 20052. Landl & Company (Phil.) Inc., et al v. Metropolitan Bank, G.R. No. 159622, July 30, 2004
3. Anthony L. Ng v. People of the Philippines, G.R. NO. 173905, April 23, 2010
IV. The Chattel Mortgage Law (Act 1508 in rel. to Arts. 1484, 1485, 2140 and 2141 of the Civil Code)
Preliminaries:Definition of Chattel Mortgage Characteristics Distinguished for Pledge
A. Essential requisites
B. Formal requisites
C. Registration, when and where
E. After-acquired property
F. After-incurred obligation
G. Right of junior mortgagee
H. Foreclosure procedure
I. Redemption
J. Claim for deficiency
1. General rule2. Exception3. Article 1484
Cases:
1. Union Bank v. Juniat, et al., G.R. No. 171569, August 1, 20112. Acme Shoe Rubber & Plastic Corp and Chua Pac v. Hon. Court of Appeals, Producers
Bank of the Philippines and Regional Sheriff of Caloocan City, G.R. No. 103576, August 22, 1996
3. Servicewide Specialists, Inc. v. Court of Appeals, Hilda Tee, and Alberto Villarica, G.R. No. 11408, November 19, 1999
V. Real Estate Mortgage Law (Act 3135, as amended by R.A. 4118)
Preliminaries:Arts. 2124-2131 Civil CodeDefinition of Real Estate Mortgage Characteristics of REM Essential Requisites Registration Requirement
A. Coverage
B. Remedies available to mortgagee upon default of the mortgagor
C. Need for special power of attorney
D. Authority to foreclose extrajudicially
E. Procedure
1) Where to file2) Where to sell3) Posting requirement4) Publication requirement
a. Sufficiency of newspaper publicationb. Need for republication in case of postponement
c. Personal notice to the mortgagor when and when not needed
F. Possession by purchaser of foreclosed property
G. Remedy of debtor if foreclosure is not proper
H. Redemption
a. Who may redeemb. Amount of redemption pricec. Period for redemptiond. Effect of pendency of action for annulment of sale
I. Writ of possession
a. Ministerial duty of the courtb. Enforcement against third partiesc. Pendency of action for annulment of sale
J. Annulment of sale Cases:
1. Fortune Motors Phils. v. Metropolitan Bank and Trust Company, G.R. No. 115068, November 28, 1996
2. GC Dalton Industries Inc. v. Equitable PCI Bank, G.R. No. 171169, August 24, 20093. Development Bank of the Philippines v. Environmental Aquatics Inc., G.R. No.
174329, October 20, 20104. Sps. Victor and Grace Ong v. Court of Appeals, G.R. No. 121494, June 8, 20005. Sps. Basilio and Norma Hilaga v. Rural Bank of Isulan, G.R. No. 179781, April 7, 2010
VI. Truth in Lending Act (R.A. 3765)
Preliminaries: Rep. Act No. 3765 Central Bank Circular No. 158 (Oct. 29, 1963)
A. Purpose
B. Obligation of creditors to person to whom credit is extended
C. Covered and excluded transactions
D. Consequences of non-compliance with obligation
Cases:
1. Development Bank of the Philippines v. Felipe Arcilla, G.R. No. 161397, 161426, June 30, 2005
2. United Coconut Planters Bank v. Sps. Beluso, G.R. No. 159912, August 17, 2007
VII. Anti-money Laundering Law (R.A. 9160, as amended by R.A. 9194)
A. Policy of the law
B. Covered institutions
C. Obligations of covered institutions
D. Covered transactions
E. Suspicious transactions
F. When is money laundering committed
G. Unlawful activities or predicate crimes
H. Anti-money laundering council
I. Functions
J. Freezing of monetary instrument or property
K. Authority to inquire into bank deposits
Cases:
1. Republic of the Philippines v. Hon. Antonio Eugenio, Jr., G.R. No. 174629, February 14, 2008
2. Republic of the Philippines v. Glasgow Credit and Collection Services Inc., G.R. No. 170281, January 18, 2008
VIII. Foreign Investments Act (R.A. 7042)
A. Policy of the law
B. Definition of terms
a) Foreign investmentb) “Doing business” in the Philippinesc) Export enterprised) Domestic market enterprise
C. Registration of investments of non-Philippine nationals
D. Foreign investments in export enterprises
E. Foreign investments in domestic market enterprises
F. Foreign investment negative list
Cases:1. Alfred Hahn v. Court of Appeals, G.R. No. 113704, January 22, 19972. Cargrill Inc. v. Intra Strata Assurance Corp., G.R. No. 168266, March 15, 2010 3. Agiagilent Technologies Singapore v. Integrated Silicon Technology, G.R. No. 154618, April 14,
2004
IX. Securities Regulations Code (R.A. 8799)
A. State policy (purpose)
Case:
1. Abacus Securities Corp. v. Ruben U. Ampil, G.R. NO. 160016, February 27, 2006
B. Powers and functions of the SEC
1. Regulatory2. Adjudicative
Case:
1. CEMCO Holdings, Inc. v. National Life Insurance Company ofthe Philippines, Inc., G.R. No. 171815, August 7, 2005
C. Securities required to be registered
1. Exempt securities2. Exempt transactions
Case:
1. Securities and Exchange Commission v. Prosperity.com, G.R. No. 164197, January 25, 20122. Power Homes Unlimited Corp. v. Securities and Exchange Commission, G.R. No. 164182, February 26, 2008
D. Procedure for registration of securitiesE. Prohibitions on fraud, manipulation and insider trading
1. Manipulation of security prices2. Short sales
3. Fraudulent transactions4. Insider trading
F. Protection of investors
1. Tender offer rule2. Rules on proxy solicitation3. Disclosure rule
G. Civil liability
X. Electronic Commerce Act (R.A. 8792)
A. State policy
B. Coverage
1. Electronic Data Message 2. Electronic Signature 3. Electronic Document 4. Electronic Key
C. Legal Recognition
D. Admissibility and Evidential Weight
E. Electronic Contracts
1. Actions Related to Contracts of Carriage of Goods