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Law Notes PDF
Law Notes PDF
– Juridical necessity to give, to do, or not to do. TIME Obligation to Deliver Arises:
With Suspensive Condition – from the time
ELEMENTS OF OBLIGATION: the condition is fulfilled.
Active Subject – Creditor/Obligee With Period; with suspensive effect – when
Passive Subject – Debtor/Obligor period arises.
Prestation – Object/Subject Matter Without period and condition – upon
Efficient Cause – Legal/Juridical Tie perfection of the contract (meeting of
minds).
SOURCES:
1. Law – there should be a law, can’t be DELIVERY:
presumed. CONSTRUCTIVE:
2. Contracts – Traditio Symbolica
Meeting of minds > Offer > Accepted Traditio Longa Manu – mere consent or
3. Quasi-Contracts – no meeting of minds
agreement.
a. Solutio Indebiti – undue payment.
b. Negotiorum Gestio – unauthorized Traditio Brevi Manu – objects is already in
management. the hands of the debtor.
4. Delicts (Crimes) - acts or omissions
Traditio Constitutum Posesorium – vendor
punishable by law, if accused:
a. Convicted – civil & criminal continues in possession.
obligation. Quasi-Traditio – with documents.
b. Acquitted – civil obligation only.
SOURCES:
Start Result
1. FRAUD (DOLO)
Quasi-Contracts Lawful Benefit a. Causal Fraud (Causante) – voidable
Quasi-Delicts Lawful Injury/Damages b. Incidental Fraud (Incidente) – valid
Delicts Unlawful Injury/Damages
2. NEGLIGENCE (CULPA)
TO GIVE: (POSITIVE, REAL) a. Contractual – with existing contract.
Whether specific or generic, you can’t go to b. Aquiliana – without existing contract.
the court for specific performance in case of c. Criminal – with or without existing
refusal. contract.
Specific – CAN’T be extinguished through
other parties. DILIGENCE:
Generic – CAN be extinguished through As required by law
other parties. As stipulated by parties
Absence of 1 & 2, diligence of a good father
TO DO: (POSITIVE, PERSONAL) of a family.
Specific performance by court NOT allowed DEGREE OF DILIGENCE
in case of refusal, ONLY damages are Stipulated by Increase Valid
parties Decrease Void
allowed because of breach of contract.
Common Stipulated: GFF Void
Carrier Required by Law: utmost care Extraordinary
NOT TO DO: (NEGATIVE, PERSONAL)
Agency Req. by Law: extraordinary Valid
Anything done shall be undone at the
Stipulated: GFF Diligence GFF
Debtor’s expense.
Page 1 of 21
When parties stipulate RIGHTS OF CREDITOR:
Nature of the obligation requires
assumption of risks. (Example: 1. Exact fulfillment/to demand payment =
Insurance) court.
2. Exhaust the properties of debtor. EXCEPT:
Res perit Domino from the execution
“The thing perishes with the owner” Writ attachment → Public Sale → Proceeds
3. Accion Pauliana – to rescind. To impugn
3. DELAY (MORA) (question/challenge) the acts of the debtor.
a. Solvendi (Debtor) Designed to defraud creditor.
Ex re – real obligation, to give. Creditor deprived right to enforce
Ex persona – personal obligation, to claim.
do. 4. Accion Subrogatoria – to exercise rights of
b. Accipiendi (Creditor) the Debtor.
c. Compensatio Morae – both debtor and
creditor. ACTS OF DEBTOR:
d. Contravention of Tenor – violation of To rescind:
terms. Donates (gratuitous) Donee: BF (√) GF (√)
Sells (Onerous) Buyer: BF (√) GF (×)
GENERAL RULE: “No demand. No delay” EXCEPT: If there are remedies.
Except:
When law so provides KINDS OF OBLIGATION:
Contract stipulates 1. Demandable at once
Time is of the essence Pure/Simple – no period/condition
Demand would be useless Resolutory – with condition.
Reciprocal obligation With Resolutory Effect – with
period.
KINDS: (MENTAL) 2. With a period
M – Moral Benefit of both creditor & debtor.
E – Exemplar Cannot be demanded before due
date, court can ONLY fix period.
N – Nominal
3. With Condition
T – Temperate 4. With Condition and period
A – Actual/Compensatory
“WILL IT HAPPEN?”
L – Liquidated Fulfillment of Obligation
Before After
Liab./Responsibility Demandable Court-Reduce MAYBE (not sure):
condition
Fraud √ ×
Suspensive No obligation Obligation arises
Negligence √ √
Resolutory Obligation Obligation end
arises (ext.)
DEBT: YES (sure): Period
Oral Principal (√) Interest (×) VOID Condition must not be impossible and not
Written Principal (√) Interest (√) contrary to law, morals, public policy, public
order, and good customs.
“No delay. No penalty.”
The creditor can’t be compelled to accept FULFILLMENT OF CONDITION:
partial payment. EXCEPT: If there is a 1. Potestative – depends on sole will of one of
stipulation. the parties.
Page 2 of 21
2. Casual – depends on chance (valid) or third 2 OR MORE DEBTOR OR CREDITOR:
party (valid).
3. Mixed – depends on: 1. JOINT – “to each his own”
Will of one of the parties & third If silent, presumed joint.
party (VALID). 2. SOLIDARY – “all for one, one for all”
Will of one of the parties & chance When the law so provides
(VALID). or stipulated.
Page 3 of 21
To give: (TRAIT)
Specific As stipulated, no substitute o T – 2 or more persons claiming
Generic As stipulated, neither right.
inferior/superior o R – CR refuses to issue
To do: As stipulated RECEIPT w/o just cause.
If poorly done: undo @the o A – Creditor ABSENT
expense of the debtor. o I – CR becomes
INCAPACITATED to
SPECIAL FORMS OF PAYMENT: receive payment.
A. Application of payment o T – TITLE is lost.
Gives DR privilege (right to
choose) DR pays: incapacitated:
obligation extinguished. If CR
2 or more obligation is due
benefitted or money was kept.
If silent: apply proportionately
(<CR apply to most onerous)
2. LOSS OF THE THING DUE
B. Dation en payment
Applicable if: determinable/specific
Payment in kind, ONLY 1 CR,
Not applicable: generic (genus
DR solvent.
nunguam perit)
C. Payment by Cession
LOST – perishes, goes out of
DR insolvent, 2 or more CR,
commerce, disappears
obligation partially
(existence unknown/ cannot
extinguished.
be recovered).
D. Tender of payment and Consignation
CR refuses, money is
3. CONDONATION/REMISSION
deposited in court with notice
Essentially gratuitous, nature:
to the CR. If approved,
donation.
obligation extinguished.
Requirements:
Essential Capacity of Donor (CR) & Donee (DR)
Consignation allowed w/o prior
Donative Intent
T.O.P.:
Acceptance (DR)
Page 4 of 21
CONTRACTS
Compensation NOT allowed: when
one of the obligation arose from: CHARACTERISTICS: (MACRO)
Deposit M – Mutuality: bind both contracting
Bailee in Commodatum parties. Validity: can’t be left with
Obligation to give gratuitous will of one of them.
support (present/future) A – Autonomy: liberty/freedom to
Obligation arising from stipulate.
commission on penal offenses: C – Consensuality: perfected by mere
civil liability. Consent.
R – Relativity of contracts: take effect
5. CONFUSION/ MERGER to parties.
CR & DR, one person.
O - Obligatoriness & compliance in
good faith.
6. NOVATION
Changing the object (real) or
KINDS:
condition (real)
NOMINATE Vs. INNOMINATE
SUBSTITUTION – Debtor
Delegacion – personal
Do ut des I give that you may give.
novation. Original DR
must be discharged. Do ut facias I give that you may do.
(Initiative: Original DR) Facio ut des I do that you may give.
Expromission – personal Facio ut facias I do that you may do.
(Initiative: New DR or
third person) PRINCIPAL Vs. ACCESSESORY
SUBROGATION – CR. (Personal) CONSENSUAL Vs. REAL Vs. FORMAL
a. Conventional - by agreement
(COC Vs. COC + DEL. Vs. COC + DOC.)
b. Legal – by operation of law
When a CR pays another GRATUITOUS Vs. ONEROUS: Liberality
CR who is preferred even UNILATERAL Vs. BILATERAL
without consent of DR.
COMMUTATIVE: Exchange of values
When a third person who
is interested in the ALEATORY: based on chance
fulfillment of the AUTOMATIC
obligation pays even
ADHESION
without the consent of
the DR.
“First in time, First in right” ELEMENTS:
If new DR fails to pay, can CR ESSENTIAL – without them, there is no
collect original DR? contract- Cause, Object, Consent (COC)
NATURAL – deemed included except if
Delegacion:
YES Time of delegacion; New DR insolvent stipulated not to include.
NO After of delegacion ACCIDENTAL – included if stipulated.
Expromission:
An offer becomes INEFFECTIVE “BEFORE”
NO Time of expromission New DR insolvent
acceptance: (DICI)
YES Time of expromission Orig.DR aware & didn’t
D - Death
object to expromission
YES Time of expromission Orig.DR’s insolvency is I - Insolvency
known to the public. C – Civil Interdiction
NO After of expromission I – Insanity
Mixed Novation:
Must be REAL + PERSONAL
Page 5 of 21
Inheritance – only present inheritance (√);
PERIOD TO DECIDE Can offer Liable future (×).
or sell? (damages) Right – Transmissible (√); Intransmissible
Without consideration √ √ (×).
(option money)
Without consideration √ × CAUSE OF CONTRACTS:
With earnest pay √ √ Lawful
(down payment)
If inadequate (lesion)
Fictitious/Simulated
INCAPACITATED: (CHIPUD)
Absolute (void)
Unemancipated Minors – incapacitated to Relative (effect True Agreement)
give consent (below 18 y/o). False : (VOID)
Insane/Demented Person – except: lucid
Motive – not an essential element (with or
interval.
without: VALID)
Deaf-Mute
Civil Interdiction – as if dead. FORMS OF CONTRACT – any form (oral, written, P.I.)
NO FRAUD: OPTION:
Concealment – failure to disclose acts Reformation or specific performance
without duty to disclose. Specific Performance to Reformation
Except: with duty to disclose (fraud). (×)
Mere exaggerations in trade – ads Rescission to specific performance
Dealer’s talk: Caveat Emptor – Specific Performance to Rescission(√)
“buyer beware”
Mere expression of Opinion – REFORMATION NOT ALLOWED:
Except: Opinion of an Expert.
Wills – except by the testator
Page 6 of 21
DEFECTIVE CONTRACTS: - Do not comply with statute of fraud.
1. RESCISSIBLE – least defective. (SALSAR)
Defect: lesion (damage) (GACTS) S – SPECIAL PROMISE – to answer
G – made by GUARDIAN debt, default, miscarriage of
Lesion: more than ¼ value. another.
Rescind: within 4 years from A – AGREEMENT not to be
the time incapacity ceases. performed within 1 year from the
A – made by representative of making thereof.
ABSENTEES = property L – LEASING: period longer than 1
Lesion: more than ¼ value. year. Sale of real property or any
Rescind: within 4 years from interest therein.
the time his (absentee). S – SALE of goods, chattels or
Whereabouts are known, things in action @least P500.
EXCEPT: within 2 years, if: A – AGREEMENT made in
o Boarded airplane consideration of mortgage other
o Boarded Vessel than mutual promise to marry,
o Sent to war enforceable even if oral ONLY.
C – made to defraud CREDITORS. R – REPRESENTATION as to the
(Accion Pauliana) credit of a third person.
T – THINGS in litigation made
without consent of litigant or Sale of Real Property Enforceable?
court. Seller & Third
Buyer Person
S – SPECIFICALLY declared by law
NO DOWNPAYMENT (×) (×)
to be rescissible. ORAL DELIVERY
(×)
WITH DOWNPAYMENT (√)
DELIVERY
Page 7 of 21
SALES
VENDOR’S LIABILITY IN CASE OF EVICTION: (VICED)
1. To effect DELIVERY
1. Disease:
2. To TRANSFER OWNERSHIP (TITLE) to buyer
Contagious – VOID
VOIDABLE: Can annul if third party is in
NOT Contagious – VALID, VOID IF
bad faith.
dies within 3 Days from the date of
VOID: Stolen
purchase and existed at that time.
3. To WARRANT
EXPRESS: As stipulated
2. Defects: if hidden: BUYERS’ option:
IMPLIED:
within 40 days.
o Against Eviction: Except if waived.
Accion Redhibitoria – to annul,
Buyer deprived of object:
because object is unfit for the use
Right: existing @ the time sale
intended.
Seller: given opportunity to Accion Quanti Minoris – to reduce
defend title. price
o Against Hidden Defects: NO WARRANTY: Caveat Emptor
Defects NOT Hidden – caveat
Fairs, public auction,
emptor (buyer beware)
livestock sold as
Defects Hidden – caveat
condemned.
venditor (seller beware)
o Merchantability: within the commerce of
Seller: Defect “If waived”
man.
Aware (√) VOID o Fit for the purpose:
Not Aware (√) VALID Seller Liable
General: (√)
Defects: If Seller: Good Faith – Specific, if stipulated: (√)
NOT liable for damages.
Page 8 of 21
RIGHTS OF THE UNPAID VENDOR (SELLER): interest can sell his undivided interest.
1. Stoppage in transit
LEGAL
2. Possessory lien Co-owners: (e.g. W, X, Y, Z > W, X –
3. Resale absolute sale to Buyer can):
Proportionate:
4. Cancel
Y & Z repurchase what (√)
W & X sold?
OBLIGATIONS OF THE VENDEE (BUYER): Y rep. what W & X sold? (√)
1. To ACCEPT delivery Z rep. what W & X sold? (√)
2. To PAY – terms Adjacent/Ad joint Landowners
Ownership
RURAL: (Agricultural)
TERMS: Risk of loss
Not > 1 hectare, &
AFTER on FE Buyer – already owns a rural
delivery
land
A. On TRIAL or Satisfaction Seller Seller (RPD) Can A/AJLO repossess? (√)
On SALE or Return Buyer Buyer (RPD) URBAN (City)
B. LUMPSUM – no increase or decrease in price. So situated – majority part: no
Discrepancy (Estimate < Actual): Should not practical use. EXCEPT: if
exceed ¼. there is a right to be exercised.
If seller insists delivery of excess between Acquired for speculation.
actual and estimate: Buyer’s Option: COURT - least injury to give
Rescind/Cancel contract + access.
Damages Right of Pre-emption – if not given: Right of
Agree – Specific performance Redemption – 2 or more – most beneficial.
C. INSTALLMENT PRESUMTION OF EQUITABLE MORTGAGE NOT FOR
PERSONAL PROPERTY – RECTO LAW SALE:
DR default installment: When place with right to repurchase is usually
1 or more – Seller – to exact inadequate.
fulfillment. When buyer retains part = PP
2 or more – Altern. Remedies Buyer extends period of redemption.
I. Exact fulfillment – S demands payment; Seller retains possession
Seller – Ordinary CR – NO right to foreclose Seller pays taxes
Public Sale: proceeds: Real intention – mortgage
Higher than debt: excess belong to
buyer. Traditio longa manu - mere pointing object.
Lower than debt: deficiency –
Buyer pays. Traditio brevi manu - already in possession
II. Cancel Sale: B returns object/ Seller of the vendee (buyer) at the time of sale.
returns payment.
Delivery, no longer required.
III. Foreclose the Chattel Mortgage
- deficiency: no recovery, stip. – VOID Traditio constitutum possessiorium –
- excess: belongs to seller, stip. (B) – vendor (seller) continuous to have
VALID
REAL PROPERTY (Realty Installment Buyer possession of the thing not as owner but as
Protection Act) tenant or lessee.
RIBPA (MACEDA LAW) Emtio spei – hope, present thing, uncertain.
NOT applicable to:
Sale or Financing – Industrial Emtio re separate – future thing expected
Lots to come in existence, certain.
Sale or financing – Commercial
Absolutely Simulated Sale – VOID.
Buildings
Sale to tenants – Land Reform
Code
Applicable to: Residential Lots
DR default installment: Without SALE OF REAL ESTATE:
additional interest/penalty. (a) Actual < Stated Area
Grace Period:
Reduction of price if actual area <
Payment: <2 years (60 days)
⪰ 2 years (1 mo. /yr.) 1/10 of Stated
Available once every 5 years Rescind the sale if actual area > 1/10
Condominium: Residential,
Commercial, Industrial: of stated
SELLER: cancels – refund: (b) Actual Area > Stated Area
50% amount paid
Accept and pay contract rate.
+ 5% per year after 5 yrs.
D. REDEMPTION Accept the stated area and reject the
CONVENTIONAL – based on stipulation excess.
Repossession Period:
With Stipulation – max. of 10 yrs.
(c) Actual Area is not of the quality specified
Without Stipulation – 4 years
Pacto de retro sale (death of seller), can heir
repurchase? – NO. The owner of the undivided
Page 9 of 21
Reduction of price if the inferior Agents – joint. EXCEPT: stipulated –
value not exceed 1/10 of the solidary. EXCEPT: acts of dominion
price/rate agreed upon. which needs Special Power of Atty.
Rescind if inferior value exceed 1/10
of the price/rate agreed upon. NOTICE OF AGENCY’S APPOINTMENT:
rd
2. REAL PROPERTY Newspaper, to bind 3 parties: must be
1 register in good faith
st done the same manner as Notice of
1 possession in good faith Appointment EXCEPT: if the parties to be
st
Page 10 of 21
EXTINGUISHMENT OF AGENCY: (EDWARD) BAILEE – leases to others.
If object delivered – with appraisal
E – Expiration of term
D – Death of P or A: to sell goods = heirs SECURITY: collateral (Sangla) – things:
Take care (GFF) & give notice to P
Agency by operation of law Objects Possession
(necessity). Pledge Movable CR/pledgee
Death – EXCEPT: constituted for the benefit of P or Antichresis Immovable CR/
rd
A, or 3 person (stip pour autrui), Insolvency, Civil antichretic CR
Interdiction, and Insanity. Mortgage
Chattel Movable DR/ mortgagor
Real Estate Immovable DR/ mortgagor
W – Withdrawal by agent
A – Accomplishment of purpose.
R – Revocation of agency – (P) @ will, with
1. PLEDGE:
or without cause.
Similar to Recto Law
EXCEPT: Valid Reason – must be with cause.
D – Dissolution of the firm which
Foreclosure then Public Sale → with
established the agency.
notice:
→ Deficiency or excess: belongs/ suffered
Quasi Traditio – execution of Public
by CR.
Instrument.
Pledge (CR) – use object = NO, EXCEPT:
If stipulated or necessary to preserve
value.
CREDIT TRANSACTIONS
Bidders:
Ownership Purpose Highest Bidder(s)?
A. MUTUUM – simple DR To consume Only 1 nd
(×) EXCEPT: after 2 notice
loan
More than 2 (√)
B. COMMODATUM Bailor (CR) To use
Tie (bet. DR & (√) DR
3rd person)
Object Obligation Contracts Exp.
Page 11 of 21
Necessary – in compliance 3. By Estoppel
with law. (e.g. guest-hotels, 4. Life
passengers-common carrier) At will – if partners agree → continue
Fixed Term – dissolved, if partnership
Real Estate Antichresis continues, it will be converted into
Mortgage
partnership at will.
Possession DR CR/pledgee
Fruits/Income DR CR-to be applied
LIABILITY:
DR’s obligation.
Taxes/expenses DR CR-to be charged
1. Unlimited – General: ALL partners.
to DR
Original – up to separate property.
3. REAL ESTATE MORTGAGE Newly Admitted:
Accessory contract, mortgagor can sell Existing at the time of
the object even without consent of the admission – up to Contributed
mortgagee. Cap. EXCEPT: stipulation.
Arising after admission – up to
separate property.
2. Limited – at least 1 general partner; at least
PARTNERSHIP
1 limited partner.
Limited Partner – up to Contri.Cap.,
2 or more persons bind to contribute money,
EXCEPT: Liable up to Separate Prop. If:
property or industry to a common fund with
intention of earning profit.
Participate in management
2 or more persons – exercise same profession Allow your partnership to use
(GPP) your name in the Partnership’s
firm name, EXCEPT:
NO PRESUMPTION OF PARTNERSHIP: o Such name is also name of
the general partner.
rd
1. 3 persons – not partners to each other, o Name is already used when
rd
nor parties to 3 person, EXCEPT: estoppel: he joined the partnership.
In pais – silence, declarations, made
others believe. SHARE IN THE CONTRIBUTION: (As to Object)
By Deed – with documents.
By Laches – by passage of time. Universal – not allowed to husband & wife
2. Co-ownership/Co-possession → guilty of concubinage/adultery.
→Purpose: enjoyment/preservation 1. Universal Partnership of Present
3. Sharing of gross returns Property (UP-PP) – contributed to the
4. Prima Facie presumption – sharing of net partnership.
returns, EXCEPT: (GAWID)
Fruits – accessory follows the
G – Payment of Goodwill
principal – partnership.
A – Annuity (widow or representative)
Future Property:
of a partner.
→without stipulation – partners
W – Wage: employee or Rent: landlord
→with stipulation – ownership:
I – Interest to loan.
Partnership (Others) = VALID,
D – Debt by installment.
EXCEPT: Inheritance, Legacy,
Donation, EXCEPT: fruits = VALID
PERSONALITY:
Page 12 of 21
Preference:
Particular (General Partnership) – allowed → Partnership CRs – partnership’s assets.
to husband & wife →Separate CRs – separate assets
Receipt of payment (partner and
LOSS due to FORTUITOUS EVENT – “Res Perit Domino” partnership creditors):
LOSS borne by PARTNERSHIP:
1. If the thing contributed is fungible. APPLICATION OF PAYMENT
2. Contributed for the purpose of selling. If DR assigns application of
3. If the thing can’t be kept without payment.
deterioration. If DR waives AOP, if partner:
Managing partner
Partnership Credit (√)
CLASSIFICATIONS OF PARTNERS:
Proportionate (√)
Not managing partner
1. Contribution
Partnership Credit (√)
To effect delivery; day agreed upon/
Own Credit (√)
without need-demand.
Proportionate (√)
To warrant the thing – against eviction.
EXCEPT:
Make additional contribution –
Onerous due to Partners.
imminent loss or/& contribution
Due to Partnership is not yet due.
necessary to save partnership.
Partner when received payment
Capitalist: YES, EXCEPT:
not a managing partner.
stipulation or insolvent.
Otherwise – can be compelled
PROPERTY RIGHTS:
to sell his interest.
Industrial: NO, EXCEPT:
1. To specific partnership profit.
stipulation.
2. Interest – surplus – profit/loss:
Make Alterations – Immovable
If with stipulation:
Minor (not important) –
→ if VALID as stipulated:
administration – YES
(a) Share in P/L
Major (important) – NO, even
(b) Share in profit – stipulation.
beneficially, EXCEPT: stip.
→ALL Partners (√)
→ Share in loss – w/out stipulation
2. To engage in another business
(c) Exempting – partner:
Capitalist
→ Profit (×)
→ Not similar: YES
→ Loss (×)
→similar: NO EXCEPT: stipulated.
→ EXCEPT: industrial
Otherwise: – profit: partnership
If without stipulation:
– Loss: partner
Capitalist: Capital Contribution
Industrial
Industrial
→similar or not: NO EXCEPT: stipulated
→ Profit – interest or just equitable
Otherwise: Partner’s option:
share (JES)
(Expulsion or profit=Partnership) + Damages
→ Loss – exempt
rd
→ if silent: Share of Capital – Partner
3. Liability – 3 person, RULE: Joint ; EXCEPT
with least Capital Contribution.
(SOLIDARY):
Capitalist-Industrial Partner – 2
Partner: course of business, receive
different rights in the share.
money = misappropriation
Partnership: course of business,
3. To participate in management – Who will
receive money = misappropriation
be managing partners?
Commit torts: Quasi-delict (d) One – appointment
* Article of Partnership – power is
rd
In the eyes of the 3 persons, partners are irrevocable without just cause.
equally liable (joint)
Page 13 of 21
→ can EXECUTE ALL acts of admin. = GOOD Direct Attack – office of the Solicitor
FAITH, despite objection of other partners General
* Not Article of Partnership – power is
Collateral Attack - (×)
revocable.
(e) 2 or more
4. Legislative Act – if Congress possess a law
* With stipulation –should act as 1, can’t be
alleged. EXCEPT: grave/ irreparable injury to which makes business of partnership illegal.
partnership.
* Without stipulation – should act as 1, 5. Loss of the thing
anyone can act, EXCEPT: To be contributed – RPD = LOSS
o If managing partner objects – →UP-PP: (√)
majority of partners, if tie. →UP-P: (√)
o Controlling interest, if tie.
Contributed only usufructuary, LOSS =
o Majority of ALL partners if tie.
Partner, EXCEPT:
o Controlling interest.
o Fungible
o To be sold
→ No one Appointed – Mutual Agency
RULE: o Can’t be kept without
Every partner/ agent/ partnership, deterioration
anyone can act EXCEPT: →UP-PP: (×)
A partner objects – majority →UP-P: (√)
of all partners, tie – C.I.
Unusual Acts: Acts of 6. D – Death, I – Insolvency, C – Civil
Dominion, requires consent
Interdiction, I – Insanity, J Judicial (DICI-J)
of ALL partners, EXCEPT:
A partner has been
authorized.
Bus. Of Partnership was LIQUIDATION: Winding Up?
abandon.
(a) With Stipulation – as stipulated
UNUSUAL ACTS: must be presented to ALL partners (b) Without Stipulation – not guilty. All dead-
(SACRED.D) legal rep of last surviving partner.
S – Submit partnership claims/
liability to arbitration. General Limited
A – Assign partnership property – *Outside CR *Outside CR
trust = CRs *Inside CR *Limited
C – Confess judgment -obligation
-share in profits, if any
R – Renounce / Abandon
-return on contri. cap.
partnership claims.
*Return on *General
E – Enter into compromise. Contributed Cap. -obligation
D – Dispose goodwill. -share in profits, if any
D – Do any act = impossible= -return on contri. cap.
partnership continue business. *Share in Profit, if any
DISSOLUTION:
CORPORATION
1. Without Violation of partnership
agreement. artificial being created by operation of law
Term expires with the right of succession and powers (express,
By will – one, some, or all partners implied, incidental), attributes and properties
Expulsion – a partner expressly authorized by law incidental to its
Fulfillment – purpose existence.
Page 14 of 21
Incorporation – laws observed in NOT ALLOWED to HAVE NO PAR: (BITPuB)
companies
Philippine Laws = Domestic B – Banks
Foreign Laws I – Insurance companies
Resident: E.T.B. T – Trust companies
Non-resident: N.E.T.B. Pu – Public institutions
Control test – citizenship of owners.
B – Buildings and loan associations
Domiciliary – principal office.
Page 15 of 21
ACCEPTS: (Approved) to exercise such power as may be
Then issue “Certificate of delegated by B.O.D
Incorporation” (birth of Corp.)
Exercise Secondary franchise EXCEPT:
To commence operation within 2 Acts that require shareholders’
years; otherwise automatically approval
dissolve. Amend by laws
Distribute cash dividends (Impliedly
COMMENCE OPERATIONS: include stock dividends)
Fill up vacant seat in the B.O.D
ELECTION:
VACANCIES: Grounds:
1. BOARD:
Directors – by stockholders Removal, expiration of terms,
(Cumulative or straight (√)) increase in # of BOD = SHs
Not convicted by final judgment = Others: remaining members of
imprisoned: more than 6 years BOD:
Not violated corporate code within 5 With quorum = BOD
years prior to election. Without quorum = SHs
Must own at least 1 share, EXCEPT:
by-laws require greater or other Amend acts previously approved by the
number otherwise. B.O.D.
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To remove DELIQUENT subscription: Underlying Doctrines:
Subscriber: Trust Fund Doctrine: capital
Not delinquent: rights stock = separated by assets
o vote (√) Do not issue shares until
o dividends (√) fully paid.
Delinquent: rights to be not liable on
o vote (x) watered shares:
o dividends (√) object in writing – send
Cash – to be applied to to secretary
unpaid subscription.
Stock – to be withheld Piercing the Veil of Corporate
until full payment of Functions: SH’s CRs – can’t
subscription. collect from corp. EXCEPT:
To qualify as BIDDER, pay: using corp. to commit fraud.
unpaid subscription, unpaid
expenses, interest Special Circumstances
HIGHEST bidder – least # of shares Doctrine – Duty of Disclosure
NO bidders – corporation to SHs what’s happening to
To remove FRACTIONAL shares the Corporation.
To pay DISSENTING shares
Appraisal right – payment = FV Doctrine of Bus. / Corp.
of shares Opportunity – related to
o Options: loyalty to the Corporation.
To accept will = 1/3
To exercise appraisal right, Doctrine of Limited Capacity –
EXCEPT: all acts must be within:
* Act=abandoned by corp.
(express, implied, incidental) =
/ rejected-SEC
intra-vires
o APPRAISAL COMMITTEE – 3 members, outside = ultra-vires
Chosen BY: (a) Legal
(1) By SHs (Dissenting) executed – can be
(1) By Corp. ratified by
(1) By rep. of both Corp and SHs stockholder
executory – should
o Who bears expense of Committee? be abandoned
- recorded amount: (b) Illegal – cannot be ratified
1M = SHs those involved;
more than 1M = Corporation liable (members of
BOD)
6. To ISSUE NEW SHARES – from unissued
shares. SUITS: (Corporation can sue and can be sued)
SHs given PRE-EMPTIVE right, EXCEPT:
rd
In compliance with law required Corporation (de jure) vs. 3 person or SHs
public offering of shares. SHs:
To acquire property needed by Derivative: SHs vs. Board
corporation. Individual: SHs vs. Corp
To pay creditors. Representative: SHs vs. Corp
rd
3 party vs. Corporation
7. To OBSERVE: 2 or more – same class = class suit
Threefold duties: (OLD)
O – Obedience to by laws
MEETINGS:
L – Loyalty to the Corporation
D – Diligence 1. BOARD:
Regular – once a month
Special – as need arises
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Place – anywhere
Attendance – personal (√) proxy (x)
NEGOTIABLE INSTRUMENT
2. SHAREHOLDERS:
Regular – once a year, as fixed in by PURPOSE:
laws, if silent, any day in April
Facilitate exchange
Special – as need arises
Substitute money
Place – within city / municipality of
Accommodation of Secondary Contracts
Principal Office
Increase credit circulation
If practicable: Principal Office
Attendance – personal (√), proxy (√) PARTIES:
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- (×) L 50.00 & M 50.00 Incomplete but delivered
- (√) L or M Complete but Undelivered
Bearer Absence or failure of Consideration
- so expressed bearer Illegal Consideration
- Specified person or Fraud Inducement
bearer. Insertion of wrong date/ discharge by
- Order of fictitious payment before maturity.
person.
- Does not purport to 2. Real Defense – can be used against any
name any person. holder (HIDC/HFV)
- Only or last Incomplete and undelivered
indorsement: Blank Minority or other form of incapacity
Forgery
4. Payable on: Fraud in Factum or in Esse Contractus
Demand – expressed, no date, Discharge at or after maturity
overdue Illegality of contract
Fixed Date Material Alteration (if silent: Personal)
Determinable Future time – time
certain to come. TO NEGOTIATE:
Time
- KNOWN: Order – indorsement + delivery
before/at/upon/after Bearer – delivery
- UNKOWN: at/after A person who negotiated through
delivery is only liable to the party
5. Bill of Exchange (B.of.E) whom he presented the note.
- Drawee must be named or indicated with
INDORSEMENT:
reasonable certainty.
1. Special Pay to C (B)
DRAWEE:
2. Qualified Pay to C, w/o recourse (@ your own risk) (B)
- (√) W 3. Blank __________ (B)
- (√) W and Y 4. Conditional Pay to C, If….. (B)
- (×) W or Y (alternative) Pending fulfilment of the condition:
- (×) W, in his absence Y (succession)
Maker – option to disregard condition
AGENT: to be not liable: and pays:
Sign within scope of authority Obligation extinguished
Disclose-principal Without incurring any liability
Indicate in what capacity C holds money in trust of B
until C fulfills condition
Agent with limited authority:
Sgd. Name: Per Procuration / Per Proc. Maker – may honor/respect condition
/ P.P. / p.p. Maker can refuse to pay, such refusal
is not a dishonor, C has no recourse.
DEFENSES:
5. Facultative Pay to C, notice of Dishonor waived, (B)
1. Personal Defense
(a) Can be used against:
WAIVER:
HFV whose title did not come
(a) face of instrument: binds all parties
from a HIDC
(b) indorsement: binds indorser
HFV whose title come from a
Waiver of protest/presentment/notice
HIDC, but he is party to the
of dishonor/ Protest
defect.
(b) Cannot be used against:
6. Restrictive
HIDC
Prohibits further negotiation of
HFV whose title came from a
Instrument: Pay to C only (B)
HIDC not a party to the defect.
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Constitute Indorsee as mere Agent: WARRANTIES (Liabilities)
Pay to C for collection (B)
Vest title to the Indorsee in trust for Indorsers Qualified General
(Special)
Another: Pay to C in trust for D (B)
Indorsement is genuine (√) (√)
in all aspect it purports
to be
INTERVENING PARTIES: (there is Compensation) Good title (√) (√)
Capacity of primary (√) (√)
Discharged = compensation parties
Can be revived (negotiation): No (√) -
knowledge/defect/value
(√) new party
less
(√) prior party Instrument is valid & - (√)
(×) intervening party – in order to subsisting
avoid multiplicity of suits If presented accepted - (√)
paid if dishonored
– “I will pay.”
STRIKE OUT (INDORSERS):
- Only allowed if:
(a) No prior parties (new parties only) PRESENTMENT FOR ACCEPTANCE (B.of.E)
Never strike out the PAYEE
Only if the last indorsement is blank. - Unless stipulated.
EXCEPTION: Renegotiation (a) Payable elsewhere other than the
(b) Prior parties usual place/business of Drawee
Intervening parties not liable (b) Fix maturity – payable after sight.
anymore.
KINDS OF ACCEPTANCE:
A party primary liable can collect from a
party secondarily liable if he is an (a) Absolute
accommodation party. (b) Qualified – accepted
Payable @: place
Payable if: condition
ADMISSION:
MAKER – admits:
DISHONORED BY NON-ACCEPTANCE:
Existence & Capacity of the Payee
I will pay according to the tenor of 1. To give Notice of Dishonor by N.A. to PSL
the instrument. within 24 hours;
EXCEPT: N.O.D. not required
DRAWEE/ACCEPTOR – admits: On due date: PFP (×) / collect from PSL (√)
Existence & Capacity of the Payee
Existence, Capacity, and Authority of PFP accepted due date:
the Drawer o PFP (×)
Signature of the drawer genuine o Collect from PSL (√)
“I will pay according to tenor of Dishonored by Nonpayment:
acceptance.” o Collect from PSL (×)
o Give N.O.D. by NP to PSL (√)
DRAWER – admits:
Evidence and Capacity of the Payee. 2. To protest
If Presented Accepted Paid: a. Notary Public (NP)
If Dishonored Necessary b. Absence of NP – rep. & 2 witnesses
Procedures Observed “I will pay.”
Page 20 of 21
PRESENTMENT FOR PAYMENT
PRESENTMENT OF CHECK
1. Instrument (PP-IPO)
Payment in due course by/on
behalf of Principal DR.
Payment in due course by
accommodated party.
Intentional Cancellation of the
Instrument.
Principal DR becomes the holder
@/after maturity
Other means: discharge-simple
obligation
-NRBF
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