Professional Documents
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Jurisprudence - Commercial Law
Jurisprudence - Commercial Law
January 9, 2013
The recital of the bill of lading for goods thus transported [i.e.,
transported in sealed containers or "containerized"] ordinarily would declare
"Said to Contain", "Shippers Load and Count", "Full Container Load", and
the amount or quantity of goods in the container in a particular package is
only prima facie evidence of the amount or quantity x xx.
A shipment under this arrangement is not inspected or inventoried
by the carrier whose duty is only to transport and deliver the
containers in the same condition as when the carrier received and
accepted the containers for transport x xx. (Emphasis supplied)
Hence, as can be culled from the above-mentioned cases, the weight of the
shipment as indicated in the bill of lading is not conclusive as to the actual
weight of the goods. Consequently, the respondent must still prove the
actual weight of the subject shipment at the time it was loaded at the port of
origin so that a conclusion may be made as to whether there was indeed a
shortage for which petitioner must be liable. This, the respondent failed to
do.
March 6, 2013
enjoy his property without any legal process affecting it. However, should it
become completely necessary for the Republic to further extend the duration
of the freeze order, it should file the necessary motion before the expiration
of the six-month period and explain the reason or reasons for its failure to file
an appropriate case and justify the period of extension sought. The freeze
order should remain effective prior to the resolution by the CA, which is
hereby directed to resolve this kind of motion for extension with reasonable
dispatch.
In this connection, case law lays down a three-pronged test to determine the
application of the alter ego theory, which is also known as the
instrumentality theory, namely:
(1) Control, not mere majority or complete stock control, but complete
domination, not only of finances but of policy and business practice in
respect to the transaction attacked so that the corporate entity as to this
transaction had at the time no separate mind, will or existence of its own;
(2) Such control must have been used by the defendant to commit fraud or
wrong, to perpetuate the violation of a statutory or other positive legal duty,
or dishonest and unjust act in contravention of plaintiffs legal right; and
(3) The aforesaid control and breach of duty must have proximately caused
the injury or unjust loss complained of.50 (Emphases omitted.)
The first prong is the "instrumentality" or "control" test. This test requires
that the subsidiary be completely under the control and domination of the
parent.51 It examines the parent corporations relationship with the
subsidiary.52It inquires whether a subsidiary corporation is so organized and
controlled and its affairs are so conducted as to make it a mere
instrumentality or agent of the parent corporation such that its separate
existence as a distinct corporate entity will be ignored. 53 It seeks to establish
whether the subsidiary corporation has no autonomy and the parent
corporation, though acting through the subsidiary in form and appearance,
"is operating the business directly for itself."54
The second prong is the "fraud" test. This test requires that the parent
corporations conduct in using the subsidiary corporation be unjust,
fraudulent or wrongful.55 It examines the relationship of the plaintiff to the
corporation.56 It recognizes that piercing is appropriate only if the parent
corporation uses the subsidiary in a way that harms the plaintiff creditor. 57 As
such, it requires a showing of "an element of injustice or fundamental
unfairness."58
The third prong is the "harm" test. This test requires the plaintiff to show that
the defendants control, exerted in a fraudulent, illegal or otherwise unfair
manner toward it, caused the harm suffered.59 A causal connection between
the fraudulent conduct committed through the instrumentality of the
subsidiary and the injury suffered or the damage incurred by the plaintiff
should be established. The plaintiff must prove that, unless the corporate veil
is pierced, it will have been treated unjustly by the defendants exercise of
control and improper use of the corporate form and, thereby, suffer
damages.60
To summarize, piercing the corporate veil based on the alter ego theory
requires the concurrence of three elements: control of the corporation by the
stockholder or parent corporation, fraud or fundamental unfairness imposed
on the plaintiff, and harm or damage caused to the plaintiff by the fraudulent
or unfair act of the corporation. The absence of any of these elements
prevents piercing the corporate veil.
June 5, 2013
Sampaguita Travel failed to input the correct ticket number for Wilfredos
ticket. Cathay Pacific even asserted that Sampaguita Travel made two
fictitious bookings for Juanita and Michael.
The negligence of Sampaguita Travel renders it also liable for damages.
July 3, 2013
insure within two years from effectivity of the policy and while the insured is
still alive. If they do not, they will be obligated to honor claims on the policies
they issue, regardless of fraud, concealment or misrepresentation. The law
assumes that they will do just that and not sit on their laurels,
indiscriminately soliciting and accepting insurance business from any Tom,
Dick and Harry.
Section 48 serves a noble purpose, as it regulates the actions of both the
insurer and the insured. Under the provision, an insurer is given two years
from the effectivity of a life insurance contract and while the insured is alive
to discover or prove that the policy is void ab initio or is rescindible by
reason of the fraudulent concealment or misrepresentation of the insured or
his agent. After the two-year period lapses, or when the insured dies within
the period, the insurer must make good on the policy, even though the policy
was obtained by fraud, concealment, or misrepresentation. This is not to say
that insurance fraud must be rewarded, but that insurers who recklessly and
indiscriminately solicit and obtain business must be penalized, for such
recklessness and lack of discrimination ultimately work to the detriment of
bona fide takers of insurance and the public in general.
the carrier are not always and necessarily solidarily liable as the facts of a
case may vary the rule.
Thus, in this case, the appellate court is correct insofar as it ruled that an
arrastre operator and a carrier may not be held solidarily liable at all times.
But the precise question is which entity had custody of the shipment during
its unloading from the vessel?
The aforementioned Section 3 (2) of the COGSA states that among the
carriers responsibilities are to properly and carefully load, care for and
discharge the goods carried. The bill of lading covering the subject shipment
likewise stipulates that the carriers liability for loss or damage to the goods
ceases after its discharge from the vessel. Article 619 of the Code of
Commerce holds a ship captain liable for the cargo from the time it is turned
over to him until its delivery at the port of unloading.
In Regional Container Lines (RCL) of Singapore v. The Netherlands Insurance
Co. (Philippines), Inc.14 and Asian Terminals, Inc. v. Philam Insurance Co.,
Inc.,15 the Court echoed the doctrine that cargoes, while being unloaded,
generally remain under the custody of the carrier.
G.R. No.176897
June 2, 2014
vs.
ST. FRANCIS DEVELOPMENT CORPORATION, Respondent.
Under Section 123.234 of the IP Code, specific requirements have to be met in
order to conclude that a geographically-descriptive mark has acquired
secondary meaning, to wit: (a) the secondary meaning must have arisen as a
result of substantial commercial use of a mark in the Philippines; (b) such use
must result in the distinctiveness of the mark insofar as the goods or
theproducts are concerned; and (c) proof of substantially exclusive and
continuous commercial use in the Philippines for five (5) years beforethe
date on which the claim of distinctiveness is made. Unless secondary
meaning has been established, a geographically-descriptive mark, dueto its
general public domain classification, is perceptibly disqualified from
trademark registration.
October 1, 2014