bar examination questionnaire for commercial law 2013.doc

8/14/2019 Bar Examination Questionnaire for Commercial Law 2013.doc

1/30

Bar Examination Questionnaire for Commercial Law

Set A

(1) P rode a Sentinel Liner bus going to Baguio from Manila. At a stop-over in Tarlac t!e busdriver t!e conductor and t!e passengers disembar"ed for lunc!. P decided !o#ever to remain

in t!e bus t!e door of #!ic! #as not loc"ed. At t!is point $ a vendor snea"ed into t!e bus andoffered P some refres!ments. %!en P rudel& declined $ attac"ed !im resulting in P suffering

from bruises and contusions. 'oes !e !ave cause to sue Sentinel Liner

(A) es since t!e carrier*s cre# did not!ing to protect a passenger #!o remained in t!e

bus during t!e stop-over.

(B) +o since t!e carrier*s cre# could not !ave foreseen t!e attac".

(,) es since t!e bus is liable for an&t!ing t!at goes #rong in t!e course of a trip.

(') +o since t!e attac" on P too" place #!en t!e bus #as at a stop-over.

() A cargo s!ip of S!ipping ,o. ran aground off t!e coast of ,ebu during a storm and lost allits cargo amounting to P!p/0 Million. T!e s!ip itself suffered damages estimated at P!p0

Million. T!e cargo o#ners filed a suit against S!ipping but it invo"ed t!e doctrine of limited

liabilit& since its vessel suffered an P!p0 Million damage more t!an t!e collective value of alllost cargo. 2s S!ipping correct

(A) es since under t!at doctrine t!e value of t!e lost cargo and t!e damage to t!e s!ip

can be set-off.

(B) +o since eac! cargo o#ner !as a separate and individual claim for damages.

(,) es since t!e e3tent of t!e s!ip4s damage #as greater t!an t!at of t!e value of t!elost cargo.

(') +o since S!ipping neit!er incurred a total loss nor abandoned its s!ip.

(5) A #rites a promissor& note in favor of !is creditor B. 2t sa&s6 7Sub8ect to m& option 2

promise to pa& B P!p1 Million or !is order or give P!p1 Million #ort! of cement or to aut!ori9e!im to sell m& !ouse #ort! P!p1 Million. Signed A.7 2s t!e note negotiable

(A) +o because t!e e3ercise of t!e option to pa& lies #it! A t!e ma"er and debtor.

(B) +o because it aut!ori9es t!e sale of collateral securities in case t!e note is not paid at

maturit&.

(,) es because t!e note is reall& pa&able to B or !is order t!e ot!er provisions beingmerel& optional.


2/30

(') es because an election to re:uire somet!ing to be done in lieu of pa&ment of

mone& does not affect negotiabilit&.

(;) AB, ,orp. increased its capital stoc"s from P!p10 Million to P!p1/ Million and in t!eprocess issued 1000 ne# s!ares divided into ,ommon S!ares 7B7 and ,ommon S!ares 7,.7 T

a stoc"!older o#ning /00 s!ares insists on bu&ing t!e ne#l& issued s!ares t!roug! a rig!t ofpre-emption. T!e compan& claims !o#ever t!at its B&-la#s den& T an& rig!t of pre-emption. 2s

t!e corporation correct

(A) +o since t!e B&-La#s cannot den& a s!are!older !is rig!t of pre-emption.

(B) es but t!e denial of !is pre-emptive rig!t e3tends onl& to /00 s!ares.

(,) es since t!e denial of t!e rig!t under t!e B&-la#s is binding on T.

(') +o since pre-emptive rig!ts are governed b& t!e articles of incorporation.

(/) M ma"es a promissor& note t!at states6 72 M promise to pa& P!p/000.00 to B or bearer.

Signed M.7 M negotiated t!e note b& deliver& to B B to + and + to ) ,orp. operates a call center t!at received orders for pi99as on be!alf of ,orp. #!ic!operates a c!ain of pi99a restaurants. T!e t#o companies !ave t!e same set of corporate officers.

After &ears ,orp. dismissed its call agents for no apparent reason. T!e agents filed a


3/30

collective suit for illegal dismissal against bot! ,orp. and ,orp. based on t!e doctrine of

piercing t!e veil of corporate fiction. T!e latter set up t!e defense t!at t!e agents are in t!e

emplo& of ,orp. #!ic! is a separate 8uridical entit&. 2s t!is defense appropriate

(A) +o since t!e doctrine #ould appl& t!e t#o companies !aving t!e same set of

corporate officers.

(B) +o t!e real emplo&er is ,orp. t!e pi99a compan& #it! ,orp. serving as an arm

for receiving its outside orders for pi99as.

(,) es it is not s!o#n t!at one compan& completel& dominates t!e finances policiesand business practices of t!e ot!er.

(') es since t!e t#o companies perform t#o distinct businesses.

() A negotiable instrument can be indorsed b& #a& of a restrictive indorsement #!ic! pro!ibits

furt!er negotiation and constitutes t!e indorsee as agent of t!e indorser. As agent t!e indorsee!as t!e rig!t among ot!ers to

(A) demand pa&ment of t!e instrument onl&.

(B) notif& t!e dra#er of t!e pa&ment of t!e instrument.

(,) receive pa&ment of t!e instrument.

(') instruct t!at pa&ment be made to t!e dra#ee.

(?) @nder t!e +egotiable 2nstruments La# a signature b& procuration operates as a notice t!att!e agent !as but a limited aut!orit& to sign. T!us a person #!o ta"es a bill t!at is dra#n

accepted or indorsed b& procuration is dut&-bound to in:uire into t!e e3tent of t!e agent*s

aut!orit& b&6

(A) e3amining t!e agent4s special po#er of attorne&.

(B) e3amining t!e bill to determine t!e e3tent of suc! aut!orit&.

(,) as"ing t!e agent about t!e e3tent of suc! aut!orit&.

(') as"ing t!e principal about t!e e3tent of suc! aut!orit&.

(10) @nder t!e +egotiable 2nstruments La# if t!e !older !as a lien on t!e instrument #!ic!

arises eit!er from a contract or b& implication of la# !e #ould be a !older for value to t!e e3tent

of

(A) !is successor*s interest.


4/30

(B) !is predecessor*s interest.

(,) t!e lien in !is favor.

(') t!e amount indicated on t!e instrument*s face.

(11) T!e liabilit& of a common carrier for t!e goods it transports begins from t!e time of

(A) conditional receipt.

(B) constructive receipt.

(,) actual receipt.

(') eit!er actual or constructive receipt.

(1)


5/30

(A) t!ose doing business #it! suc! clients.

(B) un"no#n principals.

(,) t!e covered institution.

(') suc! clients.

(1/) 2t is settled t!at neit!er par value nor boo" value is an accurate indicator of t!e fair value ofa s!are of stoc" of a corporation. As to unpaid subscriptions to its s!ares of stoc" as t!e& are

regarded as corporate assets t!e& s!ould be included in t!e

(A) capital value.

(B) boo" value.

(,) par value.

(') mar"et value.

(1=) P sold to M 10 grams of s!abu #ort! P!p/000.00. As !e !ad no mone& at t!e time of t!e

sale M #rote a promissor& note promising to pa& P or !is order P!p/000. P t!en indorsed t!e

note to (#!o did not "no# about t!e s!abu) and to . @nable to collect from P t!en sued on t!e note. set up t!e defense of illegalit& of consideration. 2s !e correct

(A) +o since being a subse:uent indorser #arrants t!at t!e note is valid and

subsisting.

(B) +o since a general indorser #arrants t!at t!e note is valid and subsisting.

(,) es since a void contract does not give rise to an& rig!t.

(') es since t!e note #as born of an illegal consideration #!ic! is a real defense.

(1>) 2n a contract of carriage t!e common carrier is liable for t!e in8ur& or deat! of a passenger

resulting from its emplo&ee4s fault alt!oug! t!e latter acted be&ond t!e scope of !is aut!orit&.

T!is is based on t!e

(A) rule t!at t!e carrier !as an implied dut& to transport t!e passenger safel&.

(B) rule t!at t!e carrier !as an e3press dut& to transport t!e passenger safel&

(,) 'octrine of espondeat Superior.

(') rule in culpa a:uiliana.


6/30

(1) A !older in due course !olds t!e instrument free from an& defect of title of prior parties and

free from defenses available to prior parties among t!emselves. An e3ample of suc! a defense is

-

(A) fraud in inducement.

(B) duress amounting to forger&.

(,) fraud in esse contractus.

(') alteration.

(1?) 2n elections for t!e Board of Trustees of non-stoc" corporations members ma& cast as man&

votes as t!ere are trustees to be elected but ma& not cast more t!an one vote for one candidate.T!is is true -

(A) unless set aside b& t!e members in plenar& session.

(B) in ever& case even if t!e Board of Trustees resolves ot!er#ise.

(,) unless ot!er#ise provided in t!e Articles of 2ncorporation or in t!e B&-la#s.

(') in ever& case even if t!e ma8orit& of t!e members decide ot!er#ise during t!eelections.

(0) T!e rule is t!at t!e valuation of t!e s!ares of a stoc"!older #!o e3ercises !is appraisal

rig!ts is determined as of t!e da& prior to t!e date on #!ic! t!e vote #as ta"en. T!is is true -

(A) regardless of an& depreciation or appreciation in t!e s!are*s fair value.

(B) regardless of an& appreciation in t!e s!are*s fair value.

(,) regardless of an& depreciation in t!e s!are*s fair value.

(') onl& if t!ere is no appreciation or depreciation in t!e s!are*s fair value.

(1) T S!ipping ,o. insured all of its vessels #it! 2nsurance ,o. T!e insurance policies stated

t!at t!e insurer s!all ans#er for all damages due to perils of t!e sea.


7/30

(B) es since t!ere appears to !ave been no fault on t!e part of t!e s!ipo#ner and

s!ipcaptain.

(,) +o since t!e pro3imate cause of t!e damage #as t!e breac! of #arrant& ofsea#ort!iness of t!e s!ip.

(') +o since t!e pro3imate cause of t!e damage #as due to ordinar& usage of t!e s!ip

and t!us not due to a peril of t!e sea.

() !as been a long-time !ouse!old !elper of D. *s !usband !as also been D*s long-time

driver. Ma& D insure t!e lives of bot! and #it! D as beneficiar&

(A) es since and render services to D.

(B) +o since and !ave no pecuniar& interest on t!e life of D arising from t!eir

emplo&ment #it! !im.

(,) +o since D !as no pecuniar& interest in t!e lives of and arising from t!eir

emplo&ment #it! !im.

(') es since and are D4s emplo&ees.

(5) ,o. a partners!ip is composed of A (capitalist partner) B (capitalist partner) and ,

(industrial partner). 2f &ou #ere partner A #!o bet#een B and , #ould &ou !ave an insurable

interest on suc! t!at &ou ma& t!en insure !im

(A) +o one as t!ere is merel& a partners!ip contract among A B and ,.

(B) Bot! B and , as t!e& are &our partners.

(,)


8/30

(/) A bill of e3c!ange !as T for its dra#ee @ as dra#er and E as !older. %!en E #ent to T for

presentment E learned t!at T is onl& 1/ &ears old. E #ants to recover from @ but t!e latter insists

t!at a notice of dis!onor must first be made t!e instrument being a bill of e3c!ange. 2s !ecorrect

(A) es since a notice of dis!onor is essential to c!arging t!e dra#er.

(B) +o since T can #aive t!e re:uirement of notice of dis!onor.

(,) +o since E can treat @ as ma"er due to t!e minorit& of T t!e dra#ee.

(') es since in a bill of e3c!ange notice of dis!onor is at all times re:uired.

(=) An insured #!o gains "no#ledge of a material fact alread& after t!e effectivit& of t!einsurance polic& is not obliged to divulge it. T!e reason for t!is is t!at t!e test of concealment of

material fact is determined

(A) at t!e time of t!e issuance of t!e polic&.

(B) at an& time before t!e pa&ment of premium.

(,) at t!e time of t!e pa&ment of t!e premium.

(') at an& time before t!e polic& becomes effective.

(>) T t!e captain of M$ 'on Alan #!ile asleep in !is cabin dreamt of an 2ntensit&

eart!:ua"e along t!e pat! of !is s!ip.


9/30

(B) es because t!e form of t!e acceptance is reall& immaterial.

(,) +o because t!e acceptance must be a clear assent to t!e order of t!e dra#er to pa&.

(') +o because t!e document must not e3press t!at t!e dra#ee #ill perform !is promise

#it!in t#o da&s.

(?) came up #it! a ne# #a& of presenting a telep!one director& in a mobile p!one #!ic! !e

dubbed as t!e 7iTel7 and #!ic! uses lesser time for locating names and telep!one numbers. Ma&

!ave !is 7iTel7 cop&rig!ted in !is name

(A) +o because it is a mere s&stem or met!od.

(B) es because it is an original creation.

(,) es because it entailed t!e application of *s intellect.

(') +o because it did not entail an& application of *s intellect.

(50) ' debtor of , #rote a promissor& note pa&able to t!e order of ,. ,*s brot!er M

misrepresenting !imself as ,4s agent obtained t!e note from ' t!en negotiated it to + after

forging ,*s signature. + indorsed it to #!o indorsed it to E a !older in due course. Ma& Erecover from

(A) +o since t!e forger& of ,*s signature results in t!e disc!arge of .

(B) es since onl& t!e forged signature is inoperative and is bound as indorser.

(,) +o since t!e signature of , t!e pa&ee #as forged.

(') es since t!e signature of , is immaterial !e being t!e pa&ee.

(51) A material alteration of an instrument #it!out t!e assent of all parties liable t!ereon resultsin its avoidance ,PT against a

(A) prior indorsee.

(B) subse:uent acceptor.

(,) subse:uent indorser.

(') prior acceptor.

(5) constituted a c!attel mortgage on a car (valued at P!p1 Million pesos) to secure aP/00000.00 loan. Eor t!e mortgage to be valid s!ould !ave


10/30

(A) t!e rig!t to mortgage t!e car to t!e e3tent of !alf its value.

(B) o#ners!ip of t!e car.

(,) un:ualified free disposal of !is car.

(') registered t!e car in !is name.

(55) B borro#ed P!p1 million from L and offered to !im !is BM% car #ort! P!p1 Million ascollateral. B t!en e3ecuted a promissor& note t!at reads6 72 B promise to pa& L or bearer t!e

amount of P!p1 Million and to "eep m& BM% car (loan collateral) free from an& ot!er

encumbrance. Signed B.7 2s t!is note negotiable

(A) es since it is pa&able to bearer.

(B) es since it contains an unconditional promise to pa& a sum certain in mone&.

(,) +o since t!e promise to 8ust pa& a sum of mone& is unclear.

(') +o since it contains a promise to do an act in addition to t!e pa&ment of mone&.

(5;) A ban" can be placed under receivers!ip #!en if allo#ed to continue in business its

depositors or creditors #ould incur

(A) probable losses

(B) inevitable losses

(,) possible losses

(') a slig!t c!ance of losses

(5/) EF Eoundation 2nc. a non-profit organi9ation sc!eduled an election for its si3-member

Board of Trustees. and D #!o are minorit& members of t!e foundation #is! to e3ercisecumulative voting in order to protect t!eir interest alt!oug! t!e Eoundation*s Articles and B&-

la#s are silent on t!e matter. As to eac! of t!e t!ree #!at is t!e ma3imum number of votes t!at

!eGs!e can cast

(A) =

(B) ?

(,) 1

(') 5


11/30

(5=) 2f t!e dra#er and t!e dra#ee are t!e same person t!e !older ma& present t!e instrument for

pa&ment #it!out need of a previous presentment for acceptance. 2n suc! a case t!e !older treats

it as a

(A) non-negotiable instrument.

(B) promissor& note.

(,) letter of credit.

(') c!ec".

(5>) ' dra#s a bill of e3c!ange t!at states6 7


12/30


13/30

corn at a public auction. Eor 4s failure to compl& #it! t!e statutor& re:uirement of #ritten

notice to satisf& !is lien t!e sale of t!e 100 sac"s of corn is

(A) voidable.

(B) rescissible.

(,) unenforceable.

(') void.

(;;)


14/30

(B) +o since t!e signature of , #as forged.

(,) +o since it is , #!o can enforce it t!e note being pa&able to t!e order of ,.

(') es since ' as ma"er is primaril& liable on t!e note.

(;>) T ,orp. !as a corporate term of 0 &ears under its Articles of 2ncorporation or from Cune 11?0 to Cune 1 000.


15/30

(;?) is a director in T ,orp. #!o #as elected to a 1-&ear term on Eeb. 1 010. 010. 011.

(') +ov. 1 011.

(/0) M t!e ma"er issued a promissor& note to P t!e pa&ee #!ic! states6 72 M promise to pa& P

or order t!e amount of P!p1 Million. Signed M.7 P negotiated t!e note b& indorsement to +t!en + to < also b& indorsement and < to I again b& indorsement. But before < indorsed t!e

note to I


16/30

(/) +otice of dis!onor is not re:uired to be made in all cases.


17/30


18/30

(A) T!e irregular indorser.

(B) T!e regular indorser.

(,) T!e general indorser.

(') T!e :ualified indorser.

(=0) %!ere t!e insurer #as made to pa& t!e insured for a loss covered b& t!e insurance contractsuc! insurer can run after t!e t!ird person #!o caused t!e loss t!roug! subrogation. %!at is t!e

basis for conferring t!e rig!t of subrogation to t!e insurer

(A) T!eir e3press stipulation in t!e contract of insurance.

(B) T!e e:uitable assignment t!at results from t!e insurer4s pa&ment of t!e insured.

(,) T!e insured4s formal assignment of !is rig!t to indemnification to t!e insurer.

(') T!e insured4s endorsement of its claim to t!e insurer.

(=1) invented a device #!ic! t!roug! t!e use of noise can rec!arge a cellp!one batter&. He

applied for and #as granted a patent on !is device effective #it!in t!e P!ilippines. As it turns

out a &ear before t!e grant of *s patent also an inventor invented a similar device #!ic! !eused in !is cellp!one business in Manila. But files an in8unctive suit against to stop !im

from using t!e device on t!e ground of patent infringement. %ill t!e suit prosper

(A) +o since t!e correct remed& for is a civil action for damages.

(B) +o since is a prior user in good fait!.

(,) es since is t!e first to register !is device for patent registration.

(') es since un#ittingl& used 4s patented invention.

(=) P a sales girl in a flo#er s!op at t!e A&ala Station of t!e Metro ail Transit (MT) boug!t

t#o to"ens or tic"ets one for !er ride to #or" and anot!er for !er ride !ome. S!e got to !er

flo#er s!op #!ere s!e usuall& #or"ed from a.m. to / p.m. At about 5 p.m. #!ile P #as

attending to !er duties at t!e flo#er s!op t#o cre#s of t!e MT got into a fig!t near t!e flo#er

s!op causing in8uries to P in t!e process. ,an P sue t!e MT for contractual breac! as s!e #as#it!in t!e MT premises #!ere s!e #ould s!ortl& ta"e !er ride !ome

(A) +o since t!e incident too" place not in an MT train coac! but at t!e MT station.

(B) +o since P !ad no intention to board an MT train coac! #!en t!e incident occured.


19/30

(,) es since s!e alread& !ad a tic"et for !er ride !ome and #as in t!e MTs premises

at t!e time of t!e incident.

(') es since s!e boug!t a round trip tic"et and MT !ad a dut& #!ile s!e #as at itsstation to "eep !er safe for !er return trip.

(=5) Eorger& of bills of e3c!ange ma& be subdivided into a) forger& of an indorsement on t!e

bill and b) forger& of t!e dra#er*s signature #!ic! ma& eit!er be #it! acceptance b& t!e dra#ee

or

(A) #it! acceptance but t!e bill is paid b& t!e dra#ee.

(B) #it!out acceptance but t!e bill is paid b& t!e dra#er.

(,) #it!out acceptance but t!e bill is paid b& t!e dra#ee.

(') #it! acceptance but t!e bill is paid b& t!e dra#er.

(=;) 2f an insurance polic& pro!ibits additional insurance on t!e propert& insured #it!out t!e

insurer*s consent suc! provision being valid and reasonable a violation b& t!e insured

(A) reduces t!e value of t!e polic&.

(B) avoids t!e polic&.

(,) offsets t!e value of t!e polic& #it! t!e additional insurances4s value.

(') forfeits premiums alread& paid.

(=/) found a c!ec" on t!e street dra#n b& against AB, Ban" #it! D as pa&ee. forged D*s

signature as an indorser t!en indorsed it personall& and delivered it to 'E Ban". T!e latter inturn indorsed it to AB, Ban" #!ic! c!arged it to t!e 4s account. later sued AB, Ban" but it

set up t!e forger& as its defense. %ill it prosper

(A) +o since t!e pa&ee*s signature !as been forged.

(B) +o since 4s remed& is to run after t!e forger .

(,) es since forger& is onl& a personal defense.

(') es since AB, Ban" is bound to "no# t!e signature of its client.

(==) T!e rule is t!at no stoc" dividend s!all be issued #it!out t!e approval of stoc"!olders

representing at least G5 of t!e outstanding capital stoc" at a regular or special meeting called for

t!e purpose. As to ot!er forms of dividends6


20/30

(A) a mere ma8orit& of t!e entire Board of 'irectors applies.

(B) a mere ma8orit& of t!e :uorum of t!e Board of 'irectors applies.

(,) a mere ma8orit& of t!e votes of stoc"!olders representing t!e outstanding capital

stoc" applies.

(') t!e same rule of G5 votes applies.

(=>) at 4s re:uest e3ecuted a eal state Mortgage (M) on !is (4s) land to secure *s

loan from D. D successfull& foreclosed t!e M #!en defaulted on t!e loan but !alf of *s

obligation remained unpaid. Ma& D sue to enforce !is rig!t to t!e deficienc&

(A) es but solidaril& #it! .

(B) es since 4s is deemed to #arrant t!at !is land #ould cover t!e #!ole obligation.

(,) +o since it is t!e bu&er at t!e auction sale #!o s!ould ans#er for t!e deficienc&.

(') +o because is not D4s debtor.

(=) Ma& a publicl& listed universal ban" o#n 100J of t!e voting stoc"s in anot!er universal

ban" and in a commercial ban"

(A) es if #it! t!e permission of t!e Bang"o Sentral ng Pilipinas.

(B) +o since it !as no po#er to invest in e:uities.

(,) es as t!ere is no pro!ibition on it.

(') +o since under t!e la# t!e 100J o#ners!ip on voting stoc"s must be in eit!er ban"

onl&.

(=?) Perils of t!e s!ip under marine insurance la# refer to loss #!ic! in t!e ordinar& course ofevents results from

(A) natural and inevitable actions of t!e sea.

(B) natural and ordinar& actions of t!e sea.

(,) unnatural and inevitable actions of t!e sea.

(') unnatural and ordinar& actions of t!e sea.

(>0) @nder t!e 2ntellectual Propert& ,ode lectures sermons addresses or dissertations prepared

for oral deliver& #!et!er or not reduced in #riting or ot!er material forms are regarded as


21/30

(A) non-original #or"s.

(B) original #or"s.

(,) derivative #or"s.

(') not sub8ect to protection.

(>1) ,an a dra#ee #!o accepts a materiall& altered c!ec" recover from t!e !older and t!edra#er

(A) +o !e cannot recover from eit!er of t!em.

(B) es from bot! of t!em.

(,) es but onl& from t!e dra#er.

(') es but onl& from t!e !older.

(>) T!e rule is t!at t!e intentional cancellation of a person secondaril& liable results in t!edisc!arge of t!e latter. %it! respect to an indorser t!e !older*s rig!t to cancel !is signature is6

(A) #it!out limitation.

(B) not limited to t!e case #!ere t!e indorsement is necessar& to !is title.

(,) limited to t!e case #!ere t!e indorsement is not necessar& to !is title.

(') limited to t!e case #!ere t!e indorsement is necessar& to !is title.

(>5) in t!e !ospital for "idne& d&sfunction #as about to be disc!arged #!en !e met !is friend. told t!e reason for !is !ospitali9ation. A mont! later applied for an insurance covering

serious illnesses from AB, 2nsurance ,o. #!ere #as #or"ing as ,orporate Secretar&. Since

!ad alread& told about !is !ospitali9ation !e no longer ans#ered a :uestion regarding it int!e application form. %ould t!is constitute concealment

(A) es since t!e previous !ospitali9ation #ould influence t!e insurer in deciding

#!et!er to grant *s application.

(B) +o since ma& be regarded as AB,4s agent and !e alread& "ne# of 4s previous

!ospitali9ation.

(,) es it #ould constitute concealment t!at amounts to misrepresentation on *s part.

(') +o since t!e previous illness is not a material fact to t!e insurance coverage.


22/30

(>;) Several American doctors #anted to set up a group clinic in t!e P!ilippines so t!e& could

render modern medical services. 2f t!e clinic is to be incorporated under our la#s #!at is t!e

re:uired foreign e:uit& participation in suc! a corporation

(A) ;0J

(B) 0J

(,) =0J

(') >0J

(>/) e3ecuted a promissor& note in favor of b& #a& of accommodation. 2t sa&s6 7Pa& to or

order t!e amount of P!p/0000.00. Signed .7 t!en indorsed t!e note to D and D to T. %!enT soug!t collection from t!e latter countered as indorser t!at t!ere s!ould !ave been a

presentment first to t!e ma"er #!o dis!onors it. 2s correct

(A) +o since is t!e real debtor and t!us t!ere is no need for presentment for pa&ment

and dis!onor b& t!e ma"er.

(B) es since as an indorser #!o is secondaril& liable t!ere must first be presentment

for pa&ment and dis!onor b& t!e ma"er.

(,) +o since t!e absolute rule is t!at t!ere is no need for presentment for pa&ment and

dis!onor to !old an indorser liable.

(') es since t!e secondar& liabilit& of and D #ould onl& arise after presentment for

pa&ment and dis!onor b& t!e ma"er.

(>=) T!e Board of 'irectors of D ,orp. unanimousl& passed a esolution approving t!e

ta"ing of steps t!at in realit& amounted to #illful ta3 evasion.


23/30

(>>) T is t!e registered trademar" o#ner of 7,


24/30

(,) 2FHT A+S% not less t!an P/000.00.

(') not more t!an P/000.00.

(1) 2n a special meeting called for t!e purpose G5 of t!e stoc"!olders representing t!e

outstanding capital stoc" in . ,o. aut!ori9ed t!e compan&*s Board of 'irectors to amend its B&-la#s. B& ma8orit& vote t!e Board t!en approved t!e amendment. 2s t!is amendment valid

(A) +o since t!e stoc"!olders cannot delegate t!eir rig!t to amend t!e B&-la#s to t!e

Board.

(B) es since t!e ma8orit& votes in t!e Board #as sufficient to amend t!e B&-la#s.

(,) +o because t!e voting in t!e Board s!ould !ave been b& ma8orit& of a :uorum.

(') es since t!e votes of G5 of t!e stoc"!olders and ma8orit& of t!e Board #ere

secured.

() A group of Mala&sians #anted to invest in t!e P!ilippines4 insurance business. After

negotiations t!e& agreed to organi9e 7E2MA 2nsurance ,orp.7 #it! a group of Eilipinobusinessmen. E2MA #ould !ave a P!P/0 Million paid up capital P!P;0 Million of #!ic! #ould

come from t!e Eilipino group. All corporate officers #ould be Eilipinos and out of its 10-

member Board of 'irectors #ould be Eilipinos. ,an E2MA operate an insurance business in t!e

P!ilippines

(A) +o since an insurance compan& must !ave at least P!P>/ Million paid-up capital.

(B) es since t!ere is substantial compliance #it! our nationali9ation la#s respectingpaid-up capital and Eilipino dominated Board of 'irectors.

(,) es since E2MA4s paid up capital more t!an meets t!e countr&4s nationali9ationla#s.

(') +o since an insurance compan& s!ould be 100J o#ned b& Eilipinos.

(5) @nder t!e Public Service Act an administrative agenc& !as t!e po#er to approve

provisionall& t!e rates of public utilities #it!out a !earing in case of urgent public needs. T!e

e3ercise of t!is po#er is

(A) supervisor&.

(B) absolute.

(,) discretionar&.

(') mandator&.


25/30

(;) creditor of obtained a 8udgment in !is favor in connection #it! *s unpaid loan to

!im. T!e court*s s!eriff t!en levied on t!e goods t!at stored in T*s #are!ouse for #!ic! t!e

latter issued a #are!ouse receipt. A mont! before t!e lev& !o#ever D boug!t t!e #are!ousereceipt for value. %!o !as a better rig!t over t!e goods

(A) T being t!e #are!ouseman #it! a lien on t!e goods

(B) D being a purc!aser for value of t!e #are!ouse receipt

(,) being 4s 8udgment creditor

(') being t!e o#ner of t!e goods

(/) A promissor& note states on its face6 72 promise to pa& t!e amount of P!p /000.00five da&s after completion of t!e on-going construction of m& !ouse. Signed .7 2s t!e note

negotiable

(A) es since it is pa&able at a fi3ed period after t!e occurrence of a specified event.

(B) +o since it is pa&able at a fi3ed period after t!e occurrence of an event #!ic! ma&not !appen.

(,) es since it is pa&able at a fi3ed period or determinable future time.

(') +o since it s!ould be pa&able at a fi3ed period before t!e occurrence of a specified

event.

(=) P sold to M a pair of gec"o (tu"o) for P!p/0000.00. M t!en issued a promissor& note to Ppromising to pa& t!e mone& #it!in ?0 da&s. @n"no#n to P and M a la# #as passed a mont!

before t!e sale t!at pro!ibits and declares void an& agreement to sell gec"o in t!e countr&. 2f

ac:uired t!e note in good fait! and for value ma& !e enforce pa&ment on it

(A) +o since t!e la# declared void t!e contract on #!ic! t!e promissor& note #asfounded.

(B) +o since it #as not #!o boug!t t!e gec"o.

(,) es since !e is a !older in due course of a note #!ic! is distinct from t!e sale of

gec"o.

(') es since !e is a !older in due course and P and M #ere not a#are of t!e la# t!atpro!ibited t!e sale of gec"o.

(>) P aut!ori9ed A to sign a bill of e3c!ange in !is (P4s) name. T!e bill reads6 7Pa& to B or

order t!e sum of P!p1 million. Signed A (for and in be!alf of P).7 T!e bill #as dra#n on P. B

indorsed t!e bill to , , to ' and ' to . Ma& treat t!e bill as a promissor& note


26/30


27/30

(B) +o since t!e dis:ualification ta"es effect b& operation of la# it is sufficient t!at !e

#as declared no longer a member of t!e board.

(,) es since t!e provisions of t!e ,orporation ,ode applies as #ell to government-o#ned and controlled corporations.

(') +o since t!e board !as t!e po#er to oust !im even #it!out t!e ne# la#.

(?1) 00-5-0001 F a grocer& goods supplier sold 100 sac"s of rice to H #!o promised to pa&

once !e !as sold all t!e rice. H meantime delivered t!e goods to % a #are!ouseman #!o issued

a #are!ouse receipt. %it!out t!e "no#ledge of F and % H negotiated t!e receipt to P #!oac:uired it in good fait! and for value. P t!en claimed t!e goods from % #!o released t!em.

After t!e rice #as loaded on a s!ip bound for Manila F invo"es !is rig!t to stop t!e goods in

transit due to !is unpaid lien. %!o !as a better rig!t to t!e rice

(A) 2FHT A+S% P since !e !as superior rig!ts as a purc!aser for value and in

good fait!.

(B) P regardless of #!et!er or not !e is a purc!aser for value and in good fait!.

(,) F since as an unpaid seller !e !as t!e rig!t of stoppage in transitu.

(') % since it appears t!at t!e #are!ouse c!arges !ave not been paid.

(?) 2n a signature b& procuration t!e principal is bound onl& in case t!e agent acted #it!in t!eactual limits of !is aut!orit&. T!e signature of t!e agent in suc! a case operates as notice t!at !e

!as

(A) a :ualified aut!orit& to sign.

(B) a limited aut!orit& to sign.

(,) a special aut!orit& to sign.

(') full aut!orit& to sign.

(?5) 2n return for t!e 0 &ears of fait!ful service of as a !ouse!elper to t!e latter promised

to pa& P!p100000.00 to 4s !eirs if !e () dies in an accident b& fire. agreed. 2s t!is an

insurance contract

(A) es since all t!e elements of an insurance contract are present.

(B) es since 4 services ma& be regarded as t!e consideration.

(,) +o since actuall& made a conditional donation in 4s favor.


28/30

(') +o since it is in fact an innominate contract bet#een and .

(?;) A bill of e3c!ange states on its face6 7


29/30

(B) +o because t!ere #as no intent to breac! an implied #arrant&.

(,) es because it relates to a material representation.

(') +o because t!ere #as onl& representation of intention.

(?) T!e Articles of 2ncorporation of AB, Transport ,o. a public utilit& provides for ten (10)members in its Board of 'irectors. %!at is t!e prescribed minimum number of Eilipino citi9ens

in its Board

(A) 10

(B) =

(,) >

(') /

(??) P aut!ori9ed A to sign a negotiable instrument in !is (P4s) name. 2t reads6 7Pa& to B or ordert!e sum of P!p1 million. Signed A (for and in be!alf of P).7 T!e instrument s!o#s t!at it #as

dra#n on P. B t!en indorsed to , , to ' and ' to . t!en treated it as a bill of e3c!ange. 2s

presentment for acceptance necessar& in t!is case

(A) +o since t!e dra#er and dra#ee are t!e same person.

(B) +o since t!e bill is non-negotiable t!e dra#er and dra#ee being t!e same person.

(,) es since t!e bill is pa&able to order presentment is re:uired for acceptance.

(') es in order to !old all persons liable on t!e bill.

(100) T!e corporate term of a stoc" corporation is t!at #!ic! is stated in its Articles of

2ncorporation. 2t ma& be e3tended or s!ortened b& an amendment of t!e Articles #!en approvedb& ma8orit& of its Board of 'irectors and6

(A) approved and ratified b& at least G5 of all stoc"!olders.

(B) approved b& at least G5 of t!e stoc"!olders representing t!e outstanding capital

stoc".

(,) ratified b& at least G5 of all stoc"!olders.

(') ratified b& at least G5 of t!e stoc"!olders representing t!e outstanding capital stoc".

T!e La#p!il Pro8ect - Arellano La# Eoundation


30/30

bar examination questionnaire for commercial law 2013.doc

Documents