Professional Documents
Culture Documents
2013 2014 2015 Q and A Commercial Law
2013 2014 2015 Q and A Commercial Law
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Corporation Law
1. What are the current rules on
principal
office
address
of
corporations and partnerships?
Previously, the SEC had allowed corporations
and partnerships to indicate in their principal
office address only the name of the city, town,
or municipality where they conduct business,
and considered Metro Manila as a principal
office address. Thereafter, on 16 February
2006, the SEC issued Memorandum Circular No.
3, series of 2006, directing corporations and
partnerships whose articles of incorporation or
partnership still indicate a general address as
their principal office address, such as a city,
town or municipality, or Metro Manila, to file,
on or before 31 December 2014, and amended
articles of incorporation or partnership, in
order to specify their complete addresses, such
that it has a street number, street name,
barangay, city or municipality, and if applicable,
the name of the building, the number of the
building, and the name or number of the room
or unit.
To ease the burden imposed on corporations
and partnership by SEC Memorandum Circular
No. 3, s. 2006, the following guidelines should
be observed in the amendment of their articles
in case they transfer or move to another
location:
1. In the event that a corporation whose
principal office address as indicated in
its articles is already specific and
complete, or fully compliant with the
Circulars, has moved or moves to
another location within the same city or
municipality, the corporation is not
required to amend its articles. It must,
however, declare its new or current
specific address in its General
Information Sheet (GIS) within 15 days
from transfer of its transfer. For this
purpose, Metro Manila is no longer
considered a city or municipality.
2. A corporation, however, is not precluded
from filing an amended articles to
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Opinion
No.
13-09,
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An election
contest refers to any controversy or dispute
involving title or claim to any elective office in a
stock or non-stock corporation, the validation
of proxies, the manner and validity of elections,
and the qualifications of candidates, including
2013 & 2014 Q and A|Commercial Law
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Transportation Laws
1. M. Corp. and MT Corp. entered into an
agreement whereby the latter bought
several buses from the former, but
until M Corp. would retain ownership
of the buses until certain conditions
are met, while MT Corp. would
operate the buses in Metro Manila.
One of the buses however met an
accident causing damage and injury
to R and J. R and J sued M Corp. for
damages. M Corp. denied liability
alleging that though it is still the
owner of the bus, the actual operator
and employer of the bus driver
involved in the accident was that of
MT Corp. Who should be held liable?
M Corp. cannot escape liability. This is because
of the registered-owner rule, whereby the
registered owner of the motor vehicle involved
in a vehicular accident could be held liable for
the consequences. The registered-owner rule
has remained good law in this jurisdiction. But,
although the registered-owner rule might seem
to be unjust towards M Corp., the law did not
leave it without any remedy or recourse. M
Corp. could recover from MT Corp, the actual
employer of the negligent driver, under the
principle of unjust enrichment, by means of a
cross-claim seeking reimbursement of all the
amounts that it could be required to pay as
damages arising from the drivers negligence. A
cross-claim is a claim by one party against a coparty arising out of the transaction or
occurrence that is the subject matter either of
the original action or of a counterclaim therein,
and may include a claim that the party against
whom it is asserted is or may be liable to the
cross-claimant for all or part of a claim asserted
in the action against the cross-claimant. [Metro
Manila Transit Corporation v. Cuevas, G.R. No.
167797, June 15, 2015]
2. N Corp. shipped goods to UMC from
Japan to Manila. The goods were
insured by P Insurance against all
risks. When they arrived in Manila, it
was found that one package was in
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Insurance Law
1. In a CBA, it was provided that the
employer
will
shoulder
hospitalization expenses of the
dependents of covered employees
subject to certain limitations and
restrictions. Accordingly, covered
employees
pay
part
of
the
hospitalization insurance premium
through monthly salary deductions
while
the
company,
upon
hospitalization of the covered
employees' dependents, shall pay the
hospitalization expenses incurred for
the same. The conflict arose when a
portion
of
the
hospitalization
expenses of the covered employees'
dependents were paid/shouldered by
the
dependent's
own
health
insurance. While the company
refused to pay the portion of the
hospital expenses already shouldered
by the dependents' own health
insurance, the union insists that the
covered employees are entitled to the
whole and undiminished amount of
said hospital expenses. Decide.
The covered employees are not entitled to full
payment of the hospital expenses incurred by
their dependents, including the amounts
already paid by other health insurance
companies based on the theory of collateral
source rule.
As part of American personal injury law, the
collateral source rule was originally applied to
tort cases wherein the defendant is prevented
from benefiting from the plaintiffs receipt of
money from other sources. Under this rule, if an
injured person receives compensation for his
injuries from a source wholly independent of
the tortfeasor, the payment should not be
deducted from the damages which he would
otherwise collect from the tortfeasor. In a
recent Decision by the Illinois Supreme Court,
the rule has been described as an established
exception to the general rule that damages in
negligence actions must be compensatory. The
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opposed to be M Pharmaceuticals
allegeing that registration by D Inc.
will likely cause confusion, mistake
and deception to the purchasing
public, as the trademark sought to be
registered by D Inc. so resembles its
trademark, Dermalin. Can the
trademark
Dermaline
be
registered?
No. While there are no set rules that can be
deduced as what constitutes a dominant feature
with respect to trademarks applied for
registration; usually, what are taken into
account are signs, color, design, peculiar shape
or name, or some special, easily remembered
earmarks of the brand that readily attracts and
catches the attention of the ordinary consumer.
Verily, when one applies for the registration of
a trademark or label which is almost the same
or that very closely resembles one already used
and registered by another, the application
should be rejected and dismissed outright, even
without any opposition on the part of the
owner and user of a previously registered label
or trademark. This is intended not only to avoid
confusion on the part of the public, but also to
protect an already used and registered
trademark and an established goodwill. In the
instant case, the likelihood of confusion is
apparent. The two marks are almost spelled the
same way and are even pronounced in
practically the same manner in three (3)
syllables. Thus, when an ordinary purchaser,
for example, hears an advertisement of D Inc.'s
applied trademark over the radio, chances are
he will associate it with M Pharmaceutical's
registered mark.
Even if the marks do not refer to the same
classification of goods, does not eradicate the
possibility of mistake on the part of the
purchasing public to associate the former with
the latter. Indeed, the registered trademark
owner may use its mark on the same or similar
products, in different segments of the market,
and at different price levels depending on
variations of the products for specific segments
of the market. The Court is cognizant that the
registered trademark owner enjoys protection
Starr Weigand 2016
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Banking Laws
1. The BSP, through the Monetary Board
is granted the power and authority to
prescribe different maximum rates of
interest which may be imposed for a
loan or renewal thereof or the
forbearance of any money, goods or
credits, provided that the changes are
effected gradually and announced in
advance. Thus, it issued CB Circular
No. 905, removing all interest ceilings
and suspended the usury law. Did the
BSP commit grave abuse of discretion
in issuing CB Circular No. 905?
No. The BSP has the power to do so. It has been
held that CB Circular No. 905 did not repeal
nor in anyway amend the Usury Law but simply
suspended the latters effectivity; that a [CB]
Circular cannot repeal a law, [for] only a law
can repeal another law; that by virtue of CB
Circular No. 905, the Usury Law has been
rendered ineffective; and Usury has been
legally non-existent in our jurisdiction. Interest
can now be charged as lender and borrower
may agree upon. The law creating the BSP
covered only loans extended by banks, whereas
under Section 1-a of the Usury Law, as
amended, the BSP-MB may prescribe the
maximum rate or rates of interest for all loans
or renewals thereof or the forbearance of any
money, goods or credits, including those for
loans of low priority such as consumer loans, as
well as such loans made by pawnshops, finance
companies and similar credit institutions. It
even authorizes the BSP-MB to prescribe
different maximum rate or rates for different
types of borrowings, including deposits and
deposit substitutes, or loans of financial
intermediaries. By lifting the interest ceiling, CB
Circular No. 905 merely upheld the parties
freedom of contract to agree freely on the rate
of interest. Article 1306 of the New Civil Code
provides that the contracting parties may
establish such stipulations, clauses, terms and
conditions as they may deem convenient,
provided they are not contrary to law, morals,
good customs, public order, or public policy.
Starr Weigand 2016
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