Mercantile Law

2002
> BQ.1 (dissolution of stock corporation)
> BQ.2 (corporate acts:valid, void, voidable)
>BQ. 3 ( Indespensable relationships in a letter of credit transactions)
>BQ.4 (Limitations and restrictions on loans and credit accomodations:Gen. Banking
Law)
>BQ.5 (Requirements for COI; documents for SEC)
>BQ.6 (a.Tender Offer; b.when it is required)
> BQ.7 (Classes of banks:Gen. Banking Law)
> BQ.8 (a.common carrier vs.private carrier; b.availability of the defense of due
diligence to a common carrier in the selection and supervision of an employee)
> BQ.9 (Valid stipulations in a contract of carriage of a common carrier)
> BQ. 10 (redemption; extrajudicial foreclosure of real estate mortgage)
> BQ.11 (deed of assignment; effect on unpaid debt)
> BQ. 12 (prohibitions; exceptions; insolvency petition)
> BQ. 13 (Creditor preference; insolvency proceedings)
>BQ. 14 (Negotiable instruments; promissory note; bill of exchange; check)
>BQ.15 (Promissory Note;parts;negotiability)
> BQ. 16 (a.claim;promissory note; b. liability of issuer; delivered promissory
note;negotiated promissory note
> BQ. 17 (insurable interest: life insurance vs property insurance)
> BQ. 18 (violation of the Securities Act: not doing business in the Phils.)
> BQ. 19 (a. doing business in the Phils. by unlicensed foreign corporation; b.doing
business in the Phils.(Foreign Investment laws)

2001
>BQ.1 (a. Legality: Stock corporation to charitable non stock and non profit
association by amending the AOI; b. Non stock to charitable non stock non profit
association by amending the AOI)
>BQ. 2 (stock corporation; power to declare dividends)
>BQ.3 (a.stockholders pre-emptive right; b. when should be exercised?)
>BQ. 4 (Necessity of Stockholders approval in case of removal)
>BQ. 5 (a. ways where authorized capital stock may be increased; b. reasons to
increase the ACS)
>BQ. 6 (a. liability for non declaration of dividends; b. exceptions)
>BQ. 7 (a. Entrusted Stock certificate: Claim over the shares of stock from a bona
fide purchaser; b. Stolen or lost stock certificate; claim from a bona fide purchaser)
> BQ. 8 (shortening of corporate life; amendment of AOI, two methods of
liquidation)
> BQ.9 (Valid provision of by laws; liability of Director; overlapping claims)
> BQ. 10 (doctrine of piercing the veil of corporate fiction)
>BQ.11 (Right of the corporation to protect it from possible harm; provision in the
AOI; director with conflicting claims)
>BQ. 12 (Filing of the collection case bars the subsequent to the filing of the
foreclosure proceedings)
>BQ.13 (Liability of the parties of a stolen promissory note; forgery: NIL)
>BQ.14 (Liability of those who signed the promissory note; impleaded and not)

>BQ. 15 (Law on Secrecy of Bank Deposits; Notice of Garnishment serve by a

creditor of a depositor)
>BQ.16 (Non medical life insurance; concealment; liability of the insurer if the
concealed fact had no bearing with the cause of death of the insured)
>BQ.17 (Insurable interest; fire insurance)
>BQ.18 (a. Requirements :Bulk sales of goods; b. effect of false schedule of
creditors; c.remedy of creditors)
>BQ.19 (a.validity of wash sale; b. wash sale or simulated sale)
> BQ.20 (a. notice exempting the common carrier from liability and discounts
reducing the liability of common carrier as defense; b. valid defenses to limit or
exempt any common carrier from liability)
2000
BQ.1 (a.joint account; b. joint account vs partnership)
BQ. 2 (exceptions to the prohibition against disclosure of any information
concerning bank deposits: Law on Secrecy of Bank Deposits)
BQ.3 (violation of Bulk Sales Law; requirements)
BQ. 4 (Diligence required of a warehouseman; validity of the free-from-liability
clause)
BQ. 5 (Requirements, for an instrument to be negotiable; promissory note; s.1 NIL)
BQ. 6 (a. requirements, complete promissory note; b. payee as holder in due
course)
BQ. 7 (suit; recovery of the face value of the note; loss of right to recover the
interest; subsequent to the maturity)
BQ. 8 (a. Prohibited to be insured; b. insurable interest over bank deposits)
BQ. 9 (a. Insured: entitled to a return of the premium paid; b. implied warranties in
marine insurance)
BQ.10 (insurable interest in property insurance)
BQ.11 (a. agent of insurance company; companys executive; liability of the
insurance company over the misconduct of its agent; employer-policyholder as
agent; b. comprehensive motor vehicle liability insurance)
BQ.12 (common carrier)
BQ. 13 (a. liability of shipowner; total destruction; b. right to contribution of the
owners of the cargo jettisoned from the owner of the vessel and cargoes saved;
right to reimbursement of the shipping company from its shippers)
BQ.14 (a. shipowner: doctrine of limited liability; b. Carriage of Goods by Sea Act;
notice of the damage by the shipper)
BQ. 15 (public utility; franchise requirement)
BQ. 16 (Corporation; personality and property)
BQ. 17 (liability of the corporation vs liability of stockholders and members)
BQ. 18 (a. power to adopt by laws; b. dissolution upon the expiration of the
corporate term; liquidation and winding up)
BQ. 19 (a. Gen. Banking Act: s.85; preparation and issuance of managers check
payable to himself (member) paid out of the funds of the bank after the same has
become insolvent; b. coins as legal tender)
BQ.20 (Truth in lending act; installment basis)
1999
BQ.1 (a.imposition of additional levy on sugar import; b. consistency/inconsistency
with the tenets of the WTO)

 Not within the scope of the Bar

BQ. 2 (a. tools available to STs to replenish capital; b. continued operation; depleted
capital; solidarity liability of the managers /STs for obligations incurred)
BQ.3
a. House as personal property; chattel mortgage; binding only on the parties;
exclusion of third parties
b. Real estate mortgage vs chattel mortgage: parties affected
c. Foreclosure of chattel mortgage; parties affected
BQ. 4
a. Insurable interest over stock in trade: Businessman (owner) vs Creditor
(mortgagee)
b. Double insurance; legality
c. Value that the businessman and the creditor may be allowed to recover from
their insurers.
BQ.5
a. SECs jurisdiction to declare suspension of payments
b. Effect/s of the SECs order of suspension on the judicial foreclosure
proceedings initiated by first bank
c. by second bank
d. in the suit filed by third bank
e. Consequences of rehabilitation receivership
f. Receiver:measures; to preserve the assets of debtor corporation
BQ. 6
a. Chattel mortgage; after incurred obligations; foreclosure
b. Chattel mortgage; persons affected
BQ.7
a. Pre emptive right of stockholders; remaining shares; stock corporation
b. Pre-emptive rights to preferred shares
c. Pre-emptive right; value of shares to be purchase; to be fixed by whom
d. Stockholders: disagreement over the issuance of new shares: right to invoke
appraisal right
BQ. 8
a. Warehouse receipt; attachment and garnishment; judgment against the
goods covered by the WR; duty of warehouse company
b. Holder for value of the receipt vs creditor: better right
BQ.9
Civil law
BQ.10
a. Check: negotiability; alteration of serial no.: effect
b. Check: liability of the drawee; gen.rule and exception
BQ.11
a. Merger; absorbed corporation; dissolution and winding up procedure
b. Effectivity of merger; when
c. Corporation code; sec.80; receivables incurred by the absorbed corporation
belongs to the surviving corporation
BQ.12

 Civil law
BQ.13
Civil law
BQ. 14
a. Doctrine of limited liability; maritime law
b. Lost vessel; claimants; insurer
1998
BQ.1
1. Bill of lading
2. 2 fold character: bill of lading
BQ. 2
- Stipulation in the ticket; liability of the passenger for non compliance
BQ. 3
- Solidary Liability of shipowners; loss vessel; damages and losses suffered by
cargoes
BQ. 4
- Certificate of public convenience; legislative franchise
BQ. 5
1. Negotiable Instruments: doubt; bill vs note; duty of holder
2. Not a holder in due course: consequence
BQ. 6
- Liability of bank; acceptor of check; recourse of the bank
BQ. 7
1. Accommodation party
2. Accomodated party
BQ. 8
- Bearer instrument; promissory note; negotiated by mere delivery; right of the
holder
BQ. 9
1. Responsibilities and objectives of the BSP
2. Purposes of laws and regulations governing securities in the Phils.
BQ. 10
- Proceeds of the insurance policy; estate; common law wife as beneficiary and
done
BQ. 11
1. Infringement of copyright; copyright protection

2. Private reproduction for personal copy; permitted

BQ.12
- Life insurance policy; application of incontestability clause
BQ.13
- Marine insurance policy; right of recovery; peril of the sea vs peril of the ship
BQ. 14
- Requirements for delivery; Warehouse receipts law, sec.8
BQ. 15
1. Insolvency vs Suspension of payments
2. When may be declared insolvent: liabilities vs assets
BQ. 16
1. Corporation: right to moral damages/ nature; Gen. Rule
2. Exception
BQ. 17
1. Control test of corporate nationality; piercing the veil of corporate entity
2. Foreign corporation: doing business in the Phils.
BQ. 18
1. Resolutions to be binding
2. Remedy of stockholders against resolutions passed without the approval of
the Directors
BQ.19
- Right of a stockholder to be elected as director; corporations power to make
by laws; amendment of the by laws
BQ. 20
- Law on secrecy of bank deposits
1997
BQ.1
BQ.2
BQ.3
a.
b.

Theory of cognition vs theory of manifestation

Bulk Sales law: requisites for validity
Jurisdiction: intra corporate controversy vs not intra corporate controversy
Rightful stockholders; no over issuance of shares; right to recover value of
shares

BQ. 4
a. Limit of stockholders liability; insolvent corporation; unpaid subscription
b. ; subscription

c. Corporation code; s.31; liability of directors: gross negligence and bad faith in
directing the affairs of the corporation
BQ.5
a. Period to pay the unpaid subscription
b. Corpo.code; s.71; right to receive dividends; delinquency; application of cash
dividends
BQ. 6
- Liquidation with the winding up; duty of members of the board of directors
BQ.7
a. Accounts : insured by PDIC
b. Accounts: covered by Law on Secrecy of Bank deposits
BQ. 8
- To be declared bank insolvent; requirements
BQ. 9
- Doctrine of comparative negligence; notice of dishonor to the secretary
BQ.10
- Requirements for negotiability: bill of exchange and promissory note
BQ. 11
a. Negotiability of a bearer instrument; forgery as defense
b. Blank instrument; liability of the party whose signature was forged
BQ. 12
- Violation of Trust receipts; estafa
BQ. 13
- Life insurance; application of the incontestability clause
BQ. 14
a. Beneficiary : Insurable interest; property insurance
b. Beneficiary: insurable interest; life insurance
BQ. 15
- Liability of common carriers; diligence required
BQ. 16
- Carriage of passengers; presumption of carriers fault or negligence; diligence
required by law
BQ. 17
a. Doctrine of Inscrutable fault
b. Doctrine of limited liability
BQ. 18
- Infringement: intention to pirate; honest intention as defense

BQ. 19
- 2 mortgages; same purpose; foreclosure of the first mortgage; foreclosure of
additional property:nullity
BQ.20
- Obligations of the insolvent debtor
1996
BQ.1
a.
b.
c.
d.

Requirements of a negotiable instrument

Notice of dishonor: not required; drawer
Holder in due course
Effects of crossing a check

BQ. 2
1. Defense available to a not holder in due course
2. Defense available to a holder in due course
BQ. 3
1. Liability of an accommodation party
2. Effects of altered check
BQ. 4
1. Non medical life insurance; concealment; incontestability clause
2. Claim for total loss; justification
BQ. 5
1. Prescriptive period for claim against insurance policy; fire insurance
2.a. liability of the insurer; b. solidary liability of insurer (contract) vs insured
(tort)
BQ.6
1.
2.
3.
4.

Rights of a stockholder
Personal liability of corporate director, trustee or officer
Power of the corporation to invest funds in another corporation
Power of the corporation to enter into a joint venture

BQ. 7
1. Requirements for a dealership agreement to be valid; vote required
2. Right to refuse registration of stock certificate
BQ. 8
1. Ownership of shares of stock vs right to possess specific property of the
corporation vs co-owner of corporate property; properties registered in the
name of the corporation
2. Binding contract; requirements to bind the corporation

BQ. 9
1. Sale of assets of one corporation to another corporation vs transfer of
liabilities
2. Separate personality of the President against the corporation
BQ. 10
1. Securities
2. Original and Exclusive Jurisdiction of the SEC
BQ. 11
1. Dismissal of the VP: corporate act; non acceptance of dismissal: intra
corporate controversy; motion to dismiss untenable; jurisdiction of SEC
2. Intra- corporate controversy
BQ. 12
1. Retail trade law; violation
2. Retail trade
BQ. 13
1. Common carrier
2. Test for determining whether or not one is a common carrier
BQ. 14
1. A. Common carrier; liability
B. Common carrier: hijacking as a defense
2. breach of contract of carriage
BQ.15
1. Infringement vs Unfair Competition
2. Test of dominancy
3. Unfair competition
BQ.16
- Foreclosure of chattel mortgage; vendor no right to recover unpaid balance
BQ.17
- Insolvency law; s. 32; insolvency proceedings; assignment of the assignee
1995
BQ.1
1. Requirements: Certificate of Public Convenience: Public Service Act
2. Prescriptive period: lost or damaged cargo: Carriage of Goods by Sea Act
3. Revised Security Act: it is unlawful for an insider to sell or buy a security of
the issuer if he knows a fact of special significance with respect to the
issuer or the security that is not generally available without disclosing such
fact to the other party
Liabilities of a person who violates the RSA

BQ.2
- Separate personality of the officers of the corporation
BQ. 3
1. Valid contract: corporate acts
2. Ratification of contract: corporate acts
BQ. 4
1. Corporate approvals/ votes: investments
2. Procedure for corporate approvals (BOD and STs)
BQ.5
1. Remedies available to break the deadlock (closed corpo.); s.104
2. Remedies available to prevent paralyzation while the petition to break the
deadlock is pending litigation; SEC: appointment of rehabilitation receiver
BQ. 6
- Crossed checks; defense not holder in due course
BQ. 7
1. Negotiable promissory note: claims against parties prior to forgery
2. Claim against parties subsequent to forgery
BQ. 8
- Liability of the insurer
BQ. 9
- Requirement for a valid transactions; bulk sales law
BQ. 10
1. Suspension of payments vs insolvency
2. Voluntary insolvency vs involuntary insolvency
BQ. 11
- Disclosure of bank deposits; foreign currency deposit
BQ. 12
1. Foreign corporation: sale vs lease (land in the Phils)
2. Foreign corporation : management (Phil. Resort)
3. Foreign corporation: operate restaurants inside the resort
BQ. 13
1. Liabilities of two vessels with respect to the damage caused to them and
their cargoes
2. Cannot be determined; at fault; bearer of liability
3. Cause:FE; bearer of liability
BQ. 14
- Hijacking as FM

BQ. 15
1. Intelletual property rights; copyright
2. Commissioner vs commissioned/ rightful owner/ copyright
BQ. 16
- Rights and liabilities of the parties concerned