Obligation
Ex die -a period with a suspensive
● Vinculum juris - juridical tie that which binds
the parties to the obligation
● Negotorium Gestio - refers to the voluntary
management of the property or affairs of
another without the knowledge or consent of
the latter.
● Solutio Indeibiti - the juridical relation which
is created when something is received when
there is no right to demand it and it was
unduly delivered by mistake.
● Dolo - Fraud
1. Dolo Causante - causal fraud (farud
in obtaining consent)
2. Dolo Incidente - incidental fraud
(deliberate and intentional evasion of
the normal fulfillment of the
obligation)
● Culpa - Negligence
1. Culpa Contractual - negligence in
the performance of a contractual
obligation
2. Culpa Aquilina - civil negligence or
quasi-delict
3. Culpa Criminal - that which results in
the commission of a crime or a
delict.
● Mora - Delay
1. Mora Solvendi - delay on part of the
debtor
a. Ex re - to give
b. Ex persona - to do
2. Mora Accipiendi - delay on part of
the creditor
3. Compensatio Morae - delay on the
part of both parties
● Kinds of terms/periods
1.
effect
2. In diem - a period with a resolutory
effect
● Accion reinvidicatoria
● Dacion en pago
● Pactum Commisorium
● Kinds of passive novation
1. Expromission - without knowledge or
against the will of the debtor
2. Delegacion - new debtor is proposed
by ild debtor or substitution is with
consent
3. Delegante - old debtor
4. Delegado - new debtor
5. Delegatario - creditor
● Stipulation Pour autrui
Contract
● In pari delicto doctrine
● Accion paulina - the action pf the creidtor to
rescind the contract entered ito by the
debtor to defraud him.
● Accion Subrogatoria
● Accion Publicana
● Accion Interdictal
● Accion Directa - the action of a creditor to
sue on a contract entered into by his debtor
● Caveat Emptor - buyer beware
● Caveat Venditor - seller beware
 ● Innominate contracts
1. Do ut des - i give that you give
2. Do ut facias - i give that you may do
3. Facio ut des - i do that you may give
4. Facio ut facias - i do that you may do
- Test applied: Alter ego
doctrine/Instrumentality rule
Illegal: piercing the veil
● Doctrine of Limited Capacity

Credit Transaction ● Doctrine of Equality of Shares - shares

● Pactum de non-alienado - the owner is
allowed to alienate the immovable property
mortgaged
Sales
● Modes of delivery (constructive delivery)
1. Traditio Longa Manu - long hand
delivery
2. Constitutum possessorium - at the
time of sale, the seller is in
possession and remains in
possession in concept other than an
owner
3. Brevi Manu - short hand delivery
● Quasi Traditio - title of ownership is placed
in possession of vendee
● Stoppage in transitu - right to stop rge
goods while in transit
● Accion redhibitoria - hidden defects on
anima;s
- withdraw from the contract plus
damages
● Accion quanti minoris - proportionate
reduction of the price plus damages
presumed to be equal in all respects.
● Trust Fund Doctrine - considers the
subscribed capital as a trust fund for the
payment of the debts of the corporation, to
which the creditors can look for satisfaction
(Doctrine of Limited Liability for
Cooperative)
● Inherent power of AMOTION - members of
the BOD are removable
● Incorporation Test
● Doctrine of Individuality of subscription -
di pwede issue unless fully paid
● HOLD OVER DOCTRINE - Until their
succesors have been elected and qualified
● Special Fact Doctrine - attempts to acquire
an interest
● Interlocking Doctrine

Partnership ● Doctrine of Corporate Immunity

● Affectio Societatis
● Delectus Personae - personal choice
● De jure
● De facto

Corporation (DOCTRINES)
● Quo Warranto - question the legal
exiistence of the corporation
● Doctrine of Corporate Fiction (e-piercing
the veil)
ADDITIONAL NOTES ON CORPORATION:
PRIMARY - Intra vires - INSIDE
SECONDARY - Ultra vires - OUTSIDE
Term of the corporation - perpetual
Incorporating DIrectors - temporary (pro forma) the
incorporators as well
_______________________________
Amendment of the Articles of Incorporation
Vote required - majority of the BOD+ 2/3 of O/Cs
Limitations on the powers of te corporation to
amend
- Amendable v. Non-amendable provisions
Effectivity of the amendment
- GR: Date of approval
- EXCEPTION : after 6 months, date of fling
applies
Amendment By Laws - M =+ M
Amendment of AOI in CLose Corp. - 2/3 of OCS
Amendment of AOC in COop -2/3 of members
Amendment of plan or MErger/Conso - M+2/3 plus
M+2/3
Amendment of AOI of Forein Corps. - WALA (boses
ni sir X3)
- Appraisal right of the stockholders (dissenting) - to
withdraw
________________________________________
Grounds when articles of incorp or amendment
may be rejected (5)
1. Not in form required
2. Illegal purpose
3. Certification is false
4. percentage requirement not compiled
5. No favorable indorsment by the appropriate
government agency (agencies which require)
_________________________________________
Suspension or revocation of the certfocate of
oncorporation of corps
1.FRAaud in procuring the certificate of
incorporation
2. SErious misrepresentation as to what the
corporation can do
3. REfusal to comply with the SEC order
4. COntinous inoperation for a period of at least 5
YEARS
5. FAilure to file by-laws
6. FAilure to file required reports in appropriate
forms as determined by the commision within the
prescribed period
________________________________________
Registration, Incorporation, and Commencement of
corporat Existence
1. Name verification
2. If complaint - SUBMIT AOI
3. SEC approves - ISSUE COI
Remedy - MANDAMUS
- Ministeral Act v. Discretionary Act
Change of name of the corporation (YES) (VOTE) -
M + 2/3
_________________________________________
De facto corporations
1. Valid law
2. Bona fide attempt to organize a corporation
3. Actual user or exercise of good faith
4. Issuance of Certificate of Incorporation
QUO WARRANTO - question the legal exiistence of
the corporation
- Only soliciter General can file
Direct Attack - pag solicitor Independent directors (20%)
Collateral Attack - pag DI solicitor
_________________________________________ 3 kinds of corporations vested wuth public interest
(SBO - Security, Bank, Other Corporations)
CORPORATION BY ESTOPPEL
- no compliance of ANY requirement _______________________
- neither de jure nor de factor Number of directors
Gen Rule 2 -15
Exceptions:
Non-use of Corporate Charter - for a period of 5 1. non stock corporation - Min ONE may be even
years from issuance of COI (COI Revoked) more than 15
Close corporations - not exceeding 20 SHs
Continous Inoperation - for a period of 5 years after 3. Trustees of non-stock educ'l corp - not less than
operation of corporation (EFFECT - DELINQUENT) 5, not more than 15
4. Coporation sole - NO BOD
Delinquent - 2 years

______________________________________ TERM OF OFFICE

Board of Directors (BOD) 1,2,3,5
- Business Judgment Rule
GEN RULE: one year only
Gen rule : governing bodu (THEORY OF Exceptions:
ORIGINAL POWER - power of the BOD is original 1. Non-stoc corp 3 years
and undelegated) Trustees of non stock educ - 5 years, 1/5 expiratiion
Exceptions:
1. Authorized by the BOD HOLD OVER DOCTRINE - Until their succesors
2. Ratification by the BOD have been elected and qualified.
3. Executive Commitee
4. Managemnt Contract _____________________
5. Close Corporation Election of directors
Limitations
_____________________________________ 1.
Remedies in case of BOD Mismanagementt
1.receivership ________________
2. Injunction VIVA VOCE - orally rather than written
3. Dissolution
4. Derivative Suit

________________________________
Qualifications of the BOD (3 only)
1. Own at least one share
2. The share must be registered in his name
3. He must continously own the said share