Professional Documents
Culture Documents
Review Notes 2
Review Notes 2
Review Notes 2
The Commission issued Memorandum Circular No. 2004-06 dated March 4, 2004 listing the brands and
models of non-programmable calculators that are allowed to be used in licensure examinations.
It has been observed during the conduct of examinations that there are still other brands and models
that are non-programmable that are not included in the list of those allowed to be used.
In order to properly guide the examinees and examination personnel, the following is the Updated List of
Non-Programmable Calculators that shall be allowed to be used in the examinations after verifications
with the distributors and identification of knowledgeable persons.
Accordingly, the examinees shall be allowed to bring in and use ONLY any of the following calculators
that were identified as non-programmable.
CASIO:
CANON:
SHARP:
CH-312 EL-231L EL-331A EL-500M EL-509G EL-520W EL-6750
HEWLETT-PACKARD:
HP 10S HP Smartcalc 300S HP Office Calc 200 HP Easycalc 100 HP Quickcalc Lifestyle
CITIZEN:
AURORA:
2512 DT210 DT-394 HC115 HC193 HL-125 SC-120
OLYMPIA:
OTHER BRANDS:
Other brands of desktop calculators may be allowed to be used in the CPA licensure examination subject
to inspection by the room watchers.
Concerned units are hereby directed to update the Examinee’s Kit/Guide and poster on the List of
Allowed Calculators.
This Memorandum Circular supersedes Memorandum Circular No. 2004-06 dated March 4, 2004.
Please be guided accordingly.
(orig. signed)
NICOLAS P. LAPEÑA, JR.
Chairperson
REQUIREMENTS FORAPPLICATION FORTHE BOARDEXAMINATION
1. VALID Identification Card (School ID, GSIS/SSS, Driver’s License)
2. Original and photo/xerox copies of Transcript of Records with Special Order and Date of
Graduation SCANNED PICTURES AND WITH REMARKS “FOR BOARD EXAMINATION PURPOSES
ONLY” (Graduates of government schools and institutions/programs accredited by recognized
accredited agencies under the FAAP are exempted from SO [B]). Graduates of New Schools/degree
Programs must submit School Recognition and/or Permit to operate.
3. Original and photo/xerox copy of NSO-issued Birth Certificate (in NSO security paper; if NSO copy
not very clear, bring copy from the Local Civil Registrar)
4. Original and photo/xerox copies of Marriage Contract in NSO security paper (for married
female only; if NSO copy not very clear, bring copy from local civil registrar).
5. Four (4) passport size colored pictures in white background with complete name tag.
6. Current Community Tax Certificate (Cedula)
7. NBI Clearance
8. Other specific requirements as required by the Commission and/or Professional Regulatory Board.
POINTERS FOR REVIEW
1. Partnership Accounting
I. Formation:
Use Market Values (Based on Agreement).
Liabilities are deducted if assume by the partnership, if silent it is assumed.
If capital credit is not equal to the net assets contributed:
No Agreement:
o Bonus Method: Get total contributed capital and multiply by
percentage of interest. Then compare it to contributed
capital made. Difference is bonus.
II. Operation:
Agreed Ratio (Based on Agreement).
Withdrawals (Permanent) versus Drawings (Temporary, Profit Distribution).
Salaries and Interest: Given whether the result of operation is either profit or
loss.
Bonus: Given only when the result of the operation is profitable. Before (+),
After (-).
Consider some additional type of profit distribution such as commission
(given only if some conditions like target sales were achieved)
Salaries, Interest, Bonus, etc., are treated as profit distribution rather than
expenses.
Consider minimum income agreement. If not satisfied, other partners (not the
partnership) will reduced their share in profit to satisfy a partner’s agreed
minimum income based on new P/L ratio (exclude the partner with minimum
agreed income).
III. Dissolution:
By Purchase:
Purchase to one or more partners: Price paid is irrelevant to
partnership record, because it is a personal transaction only. Gain
or loss in purchasing interest is not recorded in the partnership.
Purchase to partnership:
o Bonus Method: Get total contributed capital and multiply by
percentage of interest. Then compare it to purchase price.
Difference is bonus:
AC > PP = Bonus to New
AC < PP = Bonus to Old
o Goodwill Method:
Cash Paid X
Less: Interest Acquired (X)
Difference X
Divided by: % Acquired X
Goodwill X
By Investing:
Bonus Method: Total contributed capital multiply by percentage of
interest acquired. Then compare it to invested capital. Difference
is bonus:
o AC > Contributions = Bonus to New
o AC < Contributions = Bonus to Old
By Withdrawal or Retirement:
Adjust Capital Balance (Share in Net Income/ (Loss), Loans to/
(from), Drawings, Capital Interest).
Sold to outsider or existing partner: Similar to admission by
purchase (purchase to one or more partners).
Sold to partnership:
Incorporation
Adjust Capital Balance
Adjusted Capital Balance versus Par Value of Shares:
o ACB > Par: Difference is APIC or Share Premium
o ACB < Par: Difference is Goodwill
IV. Liquidation
Combine each partner’s capital account with loans to or from partner.
Allocate gain or loss on assets sold to partner (P/L Ratio)
Eliminate any partner’s negative balance by allocating to remaining partners
using their P/L percentages. If silent, it is presumed the partner with deficient
balance is insolvent but if the problem state that partner is solvent, the
partner with the deficient balance will contribute cash which is equal to the
deficiency.
Resulting balances will be the amounts to be distributed to remaining
partners.
Cash Distribution Schedule:
Partner R Partner L Total
Total Interest XX XX XX
Less: Loss (Actual and Possible*) (XX) (XX) (XX)
Cash Payment to Partner XX XX XX
*Possible Loss = Non-Cash Assets Balance + Estimated Future Expenses
Safe Payment:
Book values of other asset unsold X
Add: Cash Withheld X
Maximum Possible Loss X
X: P/L Ratio per partner X
Max. Possible Loss per partner X
Less: Absorption of Deficiency (X)
Cash to be Distribute X
Cash Priority:
Capital Interest X
Divided by: P/L Ratio X
Loss Absorption Ability* X
*Highest: First Priority, Least Vulnerable; Lowest: Opposite of the Highest
2. Corporate Liquidation
I. Joint Operation:
Rights to Assets and Obligations to Liabilities with or without Separate
Vehicle.
With Separate Records:
Original and Additional Investment X X Withdrawals
Share in Income X X Share in Loss
Service Rendered to the Venture X X Cash Settlement
X = X
Without Separate Records:
Contributions X X Withdrawals
Purchases and Freight-In X X Merchandise Returns
Sales Return and AllowancesX X Sales
Expenses X X Other Income
X = X
Consolidated Fixed Assets = Total Fixed Assets -/+ Unamortized gain or loss on
sale of fixed asset.
The Parent has the option to measure minority interest as a direct percentage of
the fair value of the net assets of the subsidiary (partial goodwill approach) or the
number of shares held by the minority times the selling price of subsidiary’s
shares (market based, full goodwill approach).
7. Foreign Activity
I. Foreign Transactions
Monetary Items recorded at spot rate at reporting date.
Non-Monetary Items carried at Cost, recorded at spot rate at inception date
or date of transaction.
Non-Monetary Items carried at Fair Market Value, recorded at spot rate that
existed when fair market value is determinable.
Gain or Loss due to exchange difference:
Generally in the Income Statement
Exception, if gain or loss of an item is carried in the OCI, same
rule shall follow (reported in the OCI).
II. Translation
Asset and Liability Accounts recorded at closing rate.
Equity Accounts recorded at spot rate in the inception date.
Revenue and Expense Account recorded at average spot rate.
Translation Differences are recognized in the OCI and not in the Income
Statement
IV. Hedging
Two Elements of Hedging:
(1) Hedged Item (Asset and Liability or transactions that exposes the
entity to risk in the fair value or cash flow) and;
(2) Hedged Instruments (Either Derivative and/or Non-Derivative only
in case of hedging foreign currency risk):
o Forward Contract
o Future Contract
o Option Contract
o Swaps
Highly Effective: 80-125%
Type of Hedges:
Undesignated Hedges:
o Hedged Item [Spot Rate: Inception Date vs BS Date vs
Maturity Date] = Income Statement
o Hedged Instrument [Forward Rate Inception Date vs
Forward BS Date vs Spot Rate Maturity Date] = Income
Statement
Firm Commitment (non cancellable)
o If designated at Fair Value Hedge:
Gain or Loss Hedged Item: Income Statement
Gain or Loss Hedged Instrument: Income
Statement, net
o If designated at Cash Flow Hedge:
Gain or Loss Hedged Item: Not Recognized (Zero)
Gain or Loss Hedged Instrument: Equity or Other
Comprehensive Income if Effective. Ineffective
portion goes to Income Statement. The Gain or
Loss that is accounted in the equity component will
be taken in the income statement when the related
asset or liability is already included in Income or
loss determination.
Forecasted Transaction (designated as cash flow hedge)
Net Investment in a Foreign Operation, Gain or Loss is recognized in
Equity or Other Comprehensive Income.
Speculative, Gain or Loss is recognized in Income Statement.
Foreign Currency Option Situations:
Option Spot ₱ = Exercise ₱ Spot ₱ > Exercise ₱ Spot ₱ < Exercise ₱
Call(buy) At the Money In the Money Out of the Money
Put(sell) At the Money Out of the Money In the Money
o Intrinsic Value = ∑In the money [(difference Spot ₱ vs
Exercise ₱) x Notional Amount]
o Time Value = Fair Value of Option less Intrinsic Value
o Non Exercise of Option, Loss = Fair Value of Option
Definition of Terms:
Forward Contract – is an agreement between a buyer and seller that
requires the delivery of same commodity at a specified future date at
a price agreed to today (Two-Sided Protection).
Option Contract – is an agreement giving the holder the right to buy or
sell a given amount of currency at a specified price for a period at a
time (One-Sided Protection).
Futures Contract – similar to Forward Contract except that it is not
directly negotiated
Swap Contract – a contract in which two parties agreed to exchange
payments in the future based on the movement of some agreed upon
price or rate (Two-Sided Protection).
8. Cost Accounting
Accounting for:
Scrap:
o Additional Revenue; or
o Cost of Sale Reduction; or
o Overhead Reduction; or
o Cost Reduction
Spoilage:
o Abnormal – Expense or losses
o Normal:
Internal Factors: Charged to all productions (net of
allowance)
External Factors: Charged to specific job
Defective Units:
o Internal Factors: Charged to all Production (net of allowance)
o External Factors: Charged to Specific Job
II. Process Costing
Homogeneous, Similar type of Products
EUP Cost of Allocation:
FIFO Method – Beginning work-in process is handled separately;
equivalent units refer only to the work done in the current period.
EUP Material* EUP Conversion Cost
WIP Beg, Finished and Transferred X X
Started, Finished and Transferred X X
WIP End X X
X X
*Added Beginning of Production: EUP WIP Beg = 0; Added During
Production EUP = 100%; Added End of Production: EUP WIP End = 0
Weighted Average Method – Beginning work-in process is handled
separately; equivalent units refer only to the work done in the current
period.
EUP Material** EUP Conversion Cost
Finished and Transferred X X
WIP End X X
X X
**Added Beginning or During Production EUP = 100%; Added End of Production: EUP
WIP End = 0
Accounting for Lost units:
Normal and Abnormal:
o Start of Production (Continuous Loss) - 0
o During Production:
With Inspection Point – Inspection %
Without – 0
o End of Production (Discrete Loss) – 100%
Where did the loss occur?
Initial Department – no cost from preceding department
Succeeding Department – with cost
Initial:
Started or During Production: 0
End: Unit Cost x EUP of Lost units
Succeeding:
Started or During: Unit Cost X EUP of Lost Units Initial
End: Preceding Lost Units + Current Production Units
Absorbing Units:
o Abnormal Loss: Expense (not absorbed)
o Normal Loss:
FIFO Method:
Started or During End of
Production Production
In Process Beginning, Finished and Transferred - X
Started/Received, Finished and Transferred X X
In Process Ending X -
Weighted Average Method:
Started or During End of
Production Production
Finished and Transferred X X
In Process Ending X -
1. Management Consultancy
I. Advises = improve client’s use of capabilities and resources.
II. Consultation (answering queries based on existing knowledge) versus
Engagement (Scientific Process)
III. Areas of Consultancy:
As to nature (corrective, progressive or opportunistic)
As to field (Accounting and Finance versus non-accounting and non-
finance)
Traditional versus Emerging
As to skills needed [Basic or usual, somewhat specialize (additional study
or training is required) and highly specialized (need help from expert such
as engineers, lawyers etc.)]
IV. Analytical Process (Identifying Objectives, Definition of Problems, Gathering
Data, Evaluation, Findings and Recommendation)
V. Professional Attributes (Technical, Inter-personal, and Consulting Process Skills)
VI. Practice Standards (Personal Characteristics, Competence, Due Professional
Care, Client Benefit, Understanding with clients, Planning and Supervision,
Sufficient Relevant Data, and Communication of Results)
VII. Steps in MAS Engagement (Negotiation, Planning, Conducting, Evaluation of the
Engagement, and Post-Engagement Follow-up)
6. Relevant Costing
I. Objective: To conduct cost-benefit analysis with respect a given decision
II. Type of Costs:
Relevant (Differential [Incremental versus Avoidable] and Opportunity
Costs)
Irrelevant (Committed [Future Costs] and Sunk [Past])
III. Make or Buy decision or outsourcing decision (cost to make versus cost to
purchase). Decision Criteria: Lower cost should be selected
IV. Accept or Reject Special Orders (cost to make and sell versus discounted selling
price). Decision Criteria: if (+): Accept and if (-): Reject
V. Drop or Maintain (Loss CM versus Avoidable and Incremental Costs). Decision
Criteria: if (+): Maintain and if (-): Drop. Consider other factors when dropping a
segment
Complimentary Products (May result to decrease of sale)
Substitutes (May result to increase of sale)
VI. Sell or Process Further (Incremental income versus Incremental Costs). Decision
Criteria: if (+): Process Further and if (-): Do not process further
VII. Constrained Resources (CM per constrained resources)
The Highest CM will be prioritized if there is maximum market limit and
minimum required production.
7. Budgeting
I. Objective: To express in financial terms the planned activities of management
II. Types of Budget:
Static versus Flexible
Rolling versus Zero Based Budgeting
Short Term versus Long Term
Master Budget (Operational and Financial) Versus Capital Budget
Participative versus Imposed
III. Master Budget - Operational
Sales
Production
Purchase
Conversion Cost
Operating Expenses
IV. Master Budget - Financial
Cash Budget
Cash Receipts (Cash Sales and Collection of Credit Sales based
on pattern of collection)
Cash Disbursements (Cash Purchases and Payment of Credit
Purchases based on pattern of payment)
Minimum Cash Balance = Treated as the zero balance, any
amount below is already considered as a negative balance
Budgeted Balance Sheet (Balances depends on what is left of the
operational and cash budget)
8. Standard Costing
I. Objective: To set the expected (standard) performance of personnel within an
entity to emphasize management by exception
II. Development of Standard
Cost = whatever will be recorded as part of costs under financial
accounting
Quantity = actual content in the finished product + provisions for normal
spoilage
III. Computation of Variance
DM Cost and Quantity Variance
Material Price Variance: (Actual Price – Standard Price) x Actual
Quantity.
Material Quantity Variance: (Actual Qty – Standard Qty) x
Standard Price
DL Rate and Efficiency Variance
Labor Rate Variance: (Actual Rate – Standard Rate) x Actual Hrs
Labor Efficiency Variance: (Actual Hrs – Standard Hrs) x
Standard Rate
Overhead Variance
2 Way Analysis:
o Controllable Variance:
AFOH (Actual Overhead) x
- BASH:
Fixed (Normal Capacity X SFOR) x
Variable (Standard Hrs x SVOR) x (x)
Controllable Variance x
3 Way Analysis:
o Spending Variance:
AFOH (Actual Overhead) x
- BAAH:
Fixed (Normal Capacity X SFOR) x
Variable (Actual Hours X SVOR) x (x)
Spending Variance x
9. Responsibility Accounting
I. Objective: To set up an evaluation system to emphasize management by
objective
II. Type of Organizational Structure: Centralized versus Decentralized
III. Types of Responsibility Center (Cost, Profit and Investment Center)
IV. Evaluation
Profit Center – Segmented Income Statement (Contribution format
income statement except that fixed cost is classified either
direct/traceable or indirect)
Investment Center:
o ROI = Net Income/Investment (Investment = average assets); or
Asset Turnover x Return on Sales
o Residual Income = Actual Profit – Minimum Income*
*Minimum Income = Invested Capital x Imputed Interest
o Economic Value Added = After Tax Profit – [(Total Asset – Current
Liability) x Weighted Average Cost of Capital]
1. Law on Obligations
I. Requisites:
Parties: Active (Creditor) and Passive (Debtor)
Prestation: To give, to do and not to do
Juridical Tie: Law, contracts, quasi-contracts, delicts and quasi-delicts
II. Obligations of Debtor:
To Give (Specific):
Specific performance, even if the other thing is the same value or
higher, the creditor is not bound to accept it
Exercise diligence of a good father of a family unless expressed
by law or stipulated
Deliver its accessories and accessions
Pay damages in case of breach of contracts
To Give (Generic):
Neither superior nor inferior quality must be deliver
Pay damages in case of breach of contracts
To Do and Not to Do:
Specific performance
Pay damages in case of breach of contracts
III. Breach of Contracts:
Delay (Mora)
General Rule: No demand no delay
Exceptions:
o Time is essence
o Stipulated
o Law
o There is performance by a party in a reciprocal obligations
o Demand is useless
Fraud (Dolo)
Dolo Causante: Voidable, cannot demand damages
Dolo Incidente: Give rise to demand damages
Note: Waiver for future fraud is void, while past fraud is valid
Negligence (Culpa):
Culpa Contractual (With Contracts)
Culpa Aquillana (Quasi-Delicts)
Culpa Criminal
Contravention
IV. Rights of a creditor
Specific:
Ask for performance
Damages
Generic:
Ask for performance
Ask that the obligation to be complied with at the debtor expense
Damages
V. Fortuitous Event
Specific:
General Rule: Extinguish
Exceptions:
o Stipulations
o Requires assumption of risk
o Law (In case of breach of contracts)
Generic: Not Extinguish
VI. Rights
General Rule: Transmissible
Exceptions:
Law
Stipulations
Personal in Nature
VII. Remedies of a creditor
Exact fulfillment
Pursue the leviable properties of the debtor
Accion Subrogatoria
Accion Pauliana
VIII. Kinds of Obligations:
Pure Obligation: No condition, demandable at once
Conditional:
Suspensive: Upon happening, obligation arises
Resolutory: Upon happening, obligation extinguish
Potestative: Depend upon the will of one of the contracting party.
In case of potestative suspensive (debtor) - void
Casual – Depend upon chance or upon will of a third person. In
case of false hope or chances that will never happen – void
Positive – an act is supposed to be performed
Negative – an act is supposed to be omitted
Note:
o Resolutory Condition – Demandable at once
o Obligation to do impossible things – Void
o Obligations not to do impossible things – valid and
demandable at once
o If one party prevented the obligation to happen, it is
deemed fulfilled
o During pendency of condition:
Loss and Deterioration:
With Fault: Liable
Without Fault: Not liable
Improvement:
By nature or time: benefit of creditor
Debtor’s expense: if can be taken without
damage, it will be back to the debtor, but if not,
it is still benefit of the creditor
Obligation with a period:
Suspensive: Upon arrival, obligation arises
Resolutory: Upon arrival, obligation extinguished. Demandable at
once
Benefits of both party (General Rule)
In case benefit of one only:
o Benefit of debtor – Premature payment to creditor is
allowed but premature collection of creditor to debtor is not
allowed
o Benefit of creditor – Premature collection to debtor is
allowed but premature payment of debtor to creditor is not
allowed
Debtor losses the right to make use of the period:
o Insolvency unless he gives a guaranty or surety
o Fail to furnish guaranty or surety
o Impaired said guaranty
o Violated any undertaking
o Abscond attempt
Alternative Obligations:
General Rule: Right of selecting among prestations – Debtor
Exceptions: Creditor if stipulated
Limitations:
o No impossible or unlawful type of prestations
o No more right to select if only one is available
o Cannot choose part of one prestation and part of another
Facultative Obligations:
Right to choose is always given to the debtor even if not stipulated
Before Substitution (In case of lost):
o Principal: Without fault – not liable; With fault – liable
o Substitute (With or Without Fault) - Not liable
After Substitution (In case of lost):
o Principal (With or Without fault) - not liable
o Substitute: Without Fault – not liable; With Fault – liable
Joint and Solidary Obligation:
Solidary: treated as “1” versus Joint: treated based on “x”
General Rule: treated Joint
Exceptions (treated Solidary):
o If Stipulated
Solidaria; in solidum; together and/or separately;
individually and/or collectively; jointly and severally; “I
promise to pay” signed by two or more persons
o Nature of obligation and required by law:
Persons who are guilty of delicts, quasi-delicts and
fraud
Bailees in commodatum
Principals in agency
Joint indorsers in nego
Payees who receives payment under the principle of
solution indebiti
Gestors in negotiorium gestio
Related rule (Solidary):
o Insolvency of one should be shouldered by others
o A solidary debtor paying the entire obligation shall be
entitled to reimbursement plus interest computed as follow:
If paid at or after maturity, interest shall run from the
date of payment until reimbursement is made
If paid before maturity, interest shall run from the date
of maturity
o Physical and mental incapacity of one doesn’t make others
liable for their incapacitated debtors
o Remission of the share of one of the creditors will not
affect his liability as a solidary debtor
o Remission of entire obligation shall not give rise the right to
demand reimbursement
o Payment made by one debtor after the prescription cannot
demand reimbursement to others
With a penal clause
General Rule: Penalty can be substitute for damages
Exceptions: (Obligee can recover penalty plus damages)
o Stipulation
o Obligor is sued for refusal to pay penalty
o Obligor is guilty of fraud
When penalty may be reduced:
o Principal obligation is partly or irregularly complied
o Penalty is iniquitous or unconscionable
Penalty is an accessory (in case principal is void penalty is also
void)
IX. Rights to the fruits – Principal must be specific even without stipulation
Ordinary Contracts or Obligation:
No condition imposed – creditor is entitled at the time the
obligation to deliver the principal thing arises
With suspensive condition – debtor is entitled to the fruits unless
stipulated
Contract of Sale – buyer or vendee is entitled as early as perfection
Contract of Pledge – debtor/pledgor is entitled unless stipulated
X. Mode of Extinguishment:
Payment or Performance:
General Rule: Creditor is not bound to accept payment or
performance by third person
Exceptions:
o Third person is interested for the fulfillment
o Stipulation
Note: Rights of third party:
With consent of debtor:
Reimbursement
Subrogation
Without consent:
Reimbursement only (beneficial part only)
In case of donation:
With consent – valid
Without consent – invalid
Must be in legal tender (payment in cash not checks or other
negotiable instruments)
Special forms of payment:
o Application of Payment:
Debts must be due (same kind)
Debtor is given the preferential right to apply,
unless stipulated or doesn’t make any designation
If neither makes a designation, apply it first to the
most burdensome. In case of same nature or
burden, apply it among them on a pro-rata basis
o Dation in Payment:
Property alienated by the debtor to the creditor in
satisfaction of debt in money; transmission of
ownership of a thing as an accepted equivalent of
the performance of the obligation.
Governed by the law on sales
o Payment by Cession:
Debtor abandons all of his properties for the benefit
of creditors, in order that proceeds may serve as
payment.
o Consignation:
General Rule: Shall produce effect of payment only
if there is a valid tender of payment
Exceptions:
Creditor is absent or unknown
Creditor is incapacitated to receive payment
(valid only to the extent it become beneficial
to the incapacitated creditor)
When two or more persons claim the right to
collect
When the title of the obligation has been
lost
When without just cause the creditor
refuses to give a receipt
Withdrawal:
Before acceptance – obligation shall remain
in force
After acceptance – obligation shall be
revived
Place of payment:
Specific – location or thing
Generic – domicile of debtor, but in case of
changes expenses should be charged if:
good faith - creditor should still bear the
expenses while if bad faith – debtor must
bear the expenses
Condonation or Remission
Must comply with the forms of donation:
o Immovable Property: Regardless of amount – Must be in
public instrument
o Movable/ Personal: “> 5k” must be in writng; “≤ 5k” can be
oral
2. Contracts
I. Characteristics:
Autonomy of wills or liberty of contract - may stipulate anything as long
as it is legal
Mutuality – both parties must be bound
Obligatoriness - have force of law
Relativity – binding only between parties, their assigns and heirs, except
those rights and obligations not transmissible
II. Essential Elements:
Consent (Common):
Offers:
o Must be certain
o Advertisements are not definite offers but mere invitation
only
o Becomes ineffective if something happen to either parties if
not yet accepted
o Allowed to be withdrawn until not yet accepted except with
option contract
Acceptance:
o Must be absolute and not counter offers
o Will take effect only at the time it came to offerer’s
knowledge
Object (Common):
All things which are not outside the commerce of men, including
future things
Legal
Cause (Common):
Onerous – cause is prestation
Remuneratory – cause is service or benefit
Gratuitous – cause is liberality
Requisites:
o Must exist
o Lawful
o Must be true, in case of false it does not automatically
render it as void if the first two requisites still are present
Formalities (For formal or solemn contracts only)
Delivery (For real contracts only)
IV. The following contracts are void if orally entered [must be in writing (enough) or
public instrument (better)]:
Donation of real estate – regardless of value
Donation of movable (> ₱5000)
Stipulation of interest, but the contract of load is still valid (since the
interest is an accessory obligation)
Agency contract and consequently contract of sale – sale of land through
an agent
Stipulation limiting carrier’s liability to less than extra-ordinary diligence
Contract of Anthicresis
V. The following are unenforceable if orally entered:
Agreements not to be performed within one year
Promise to answer for the debt, default or miscarriage of another
Agreement in consideration of marriage other than mutual promise to
marry
Contract of lease for a period longer than one year
Agreements for the sale of property or interest therein
Representation as to credit of a third person
VI. Type of Real Contracts:
Pledge
Commodatum
Deposit
Mutuum
3. Contract of Sale
I. Essential Requisites:
Objects:
Seller must have the right to transfer ownership of the thing, not at
the time of perfection but at the time of delivery
Things having potential existence may be object of contract of
sale except future inheritance
Emptio Rei Sperati – Future thing, Not effective upon non-
occurrence
Emptio Spei – Hope, Effective even if non-occurrence.
Sale of vain hope or expectancy – void
May sell divided interest therein in case of co-ownership
May be subject to resolutory condition
Sale of fungible goods:
o Delivered > Sold: Co-ownership
o Delivered < Sold: Seller is bound to deliver the remaining +
damages
Loss of the object:
o Before perfection – seller bears the loss
o At the time of perfection – contract is void or inexistent.
Seller bears the loss
o After perfection but before delivery or after delivery – buyer
bears the loss
Consent
Cause (Price):
Gross Inadequacy:
o Default Consent: - Voidable
o Other intentions not contract of sale (simulated for other
reasons other than contract of sale) - Void
II. Related Terms and Comparisons:
Sale (general, ordinarily) versus Piece of Work (specific customers,
incidental or special order)
Sale (Money) versus Barter (Other thing or property except money):
If partly money and partly another thing:
o Depends upon the intention
o Intention not clear:
Thing > Money: Barter
Thing ≤ Money: Sale
Sale (upon delivery, positive resolutory, risk of loss: buyer) versus
Contract to sell (upon complying, negative resolutory, risk of loss: seller)
III. Kind of Delivery:
Actual or Real
Constructive:
Legal Formalities or Public Instrument
Quasi Traditio – Incorporeal property
Traditio symbolica or tradition clavium
Tradition longa manu – pointing
Tradition brevi manu – buyer already in possession
Traditio longa manu – seller is still in possession until buyer is fully
paid
IV. Earnest Money versus Option Money
Earnest Money Option Money
Partial payment of the purchase price Not part of purchase price
Considered proof of perfection of sale Proof of the perfection of option
contract
May file action for specific performance Specific performance only
or rescission
4. Contract of Agency
I. Parties in a contract of agency and their effect if incapacitated:
Principal, if incapacitated:
Contract of agency and transactions entered by agent on behalf of
the principal are both voidable
Agent, if incapacitated
Contract of agency is voidable but transactions entered by agent
on behalf of the principal is valid
II. Acts that may be delegated:
Lawful
Not personal in nature
III. Effect of Agent’s Act:
With authority:
In principal’s name – valid
In his own name – not binding on the principal, except regarding
things belonging to principal or when the principal ratifies the
contract or derives benefit there from.
Without Authority or excess of authority:
In principal’s name - unauthorized and unenforceable but may be
ratified, in which case, may be validated retroactively from the
beginning
In his own name – valid as between the agent and the third
person
IV. Agency couched in general terms versus specific terms:
General terms:
General power of attorney is needed
Acts of administration or acts of management
Specific terms
Special power of attorney is needed
Acts of strict dominion or acts of ownership
V. Obligations of an agent:
Carry out agency in accordance with its terms
Act within the scope of his authority
Act in behalf of the principal
Answer for damages which through his non-performance the principal
may suffer
Exercise diligence
Not to carry out the agency if its execution would result in loss or damage
to principal
Not to prefer his own interest to that of his principal
Render an account of his transactions, any waiver is void
Answer for his fraud or negligence
Pay interest on funds he has applied to his own use
Agent’s liability when he appoints a substitute:
Authorized by Principal:
o Designated by principal: not liable
o Not designated: liable only if person appointed is
notoriously incompetent or insolvent
Not authorized but not prohibited by Principal: liable
Prohibited: all acts of the substitute are void
VI. Obligations of the principal:
Comply with all the obligations which the agent may have contracted
within the scope of his authority
Advance to the agent sums necessary for the execution of agency
Reimburse the agent for all advances made except for stipulated limits or
fixed funds agreed upon and agent’s fault
Indemnify the agent for all damages which agent may suffer
Pay the agent the compensation agreed upon
VII. Modes of extinguishment of agency:
Revocation
Withdrawal
Death, civil interdiction, insanity or insolvency
Dissolution
Accomplishment of the purpose of agency
Expiration
Other modes:
Mutual consent
Novation
Loss of subject matter of the agency
Outbreak of war if inconsistent with the agency
6. Partnership
I. Essential Requisites:
Valid contract
Parties must have legal capacity
There must be mutual contribution to common fund
Object must be lawful
The primary purpose must be to obtain profits and to divide the same
among the partners or to exercise profession
The articles of partnership must not be secret among its members
II. Form of a partnership contract
May be constituted in any form, except as follows:
Immovable property or real rights are contributed it must be in
public instrument and an inventory of the said property must be
made, signed by the parties and attached to the public instrument.
If not complied with partnership contract is void and partnership
will not have any juridical personality
Where the capital of the partnership is 3000 or more in money or
property must be in public instrument and must be registered in
the SEC. If not complied with partnership contract is still valid and
partnership still acquires juridical personality
If the partnership is a limited partnership, a certificate signed
under oath by the partners and recorded with the SEC is require.
Failure to comply will make the partnership considered as general
partnership
III. Universal Partnership:
All present property:
Property belonging to partners at the time of constitution of the
partnership
Profits that may be acquired from the present property
Property acquired by each partner after the formation of
partnership but only if stipulated. In case stipulated, it excludes
property acquired by inheritance, legacy or donation but profit or
fruits derived from such transfers are included
Profits:
Profits obtained by the partners by their work or industry during
the existence of partnership. Accordingly, profits acquired by the
partners without the exertion of physical or intellectual efforts,
such as those acquired by chance or lucrative title are excluded
The usufruct (the use) of the property belonging to each partner at
the time of the constitution of the partnership. Ownership of
property remains and only usufruct is passed
Profits and fruits, if stipulated, of property acquired by each
partner after the constitution of the partnership
Rule in case universal partnership is without specification – considered as
universal partnership of profits
Prohibited to enter:
Donations between spouses during the marriage except moderate
gifts on the occasion of family rejoicing.
Person guilty of adultery or concubinage at the time of donation
Person guilty of same criminal offense
Those made to a public officer or his wife, descendants or
ascendants by reason of his public office.