ESSAY

1. This Questionnaire contains FIFTEEN (15) pages including these instructions pages. Check
the number o pages and the page numbers at the upper right hand corner o each page o this
Questionnaire and make sure it has the correct number o pages and their proper numbers.
There are TEN (1!) Essa" Questions numbered I to #$ and FIFTEEN (15) %ultiple Choice
Questions (%CQs) numbered I to #&$ to be ans'ered 'ithin four (4) hours.
The essa" portion contains (uestions that are 'orth )!* o the 'hole e+amination$ 'hile the
%CQ portion contains (uestions 'orth ,!*.
2. -ead each (uestion .er" careull" and 'rite "our ans'ers in "our /ar E+amination Notebook
in the same order the questions are posed. 0rite "our ans'ers onl" on the ront$ not the back$
page o e.er" sheet in "our E+amination Notebook. Note 'ell the allocated percentage points ro
each number$ (uestion$ or sub1(uestion. In "our ans'ers$ use the numbering s"stem in the
(uestionnaire.
I the sheets pro.ided in "our E+amination Notebook are not suicient or "our ans'ers$ use the
back pages o e.er" sheet o "our E+amination Notebook$ starting at the back page o the irst
sheet and the back o the succeeding sheets thereater.
3. 2ns'er the Essa" (uestions legibly, clearly, and concisely. 3tart each number on a separate
page. 2n ans'er to a sub1(uestion under the same number ma" be 'ritten continuousl" on the
same page and the immediate succeeding pages until completed.
4our ans'er should demonstrate "our abilit" to anal"5e the acts presented b" the (uestion$ to
select the material rom the immaterial acts$ and to discern the points upon 'hich the (uestion
turns. It should sho' "our kno'ledge and understanding o the pertinent principles and theories
o la' in.ol.ed and their (ualiications and limitations. It should demonstrate "our abilit" to
appl" the la' to the gi.en acts$ and to reason logicall" in a la'"er1like manner to a sound
conclusion rom the gi.en premises.
2 mere 64es7 or 6No7 ans'er 'ithin an" corresponding e+planation or discussion 'ill not be
gi.en an" credit. Thus$ al'a"s briefly but ull e+plain "our ans'ers although the (uestion does
not e+pressl" ask or an e+planation. 2t the same time$ remember that a complete e+planation
does not re(uire that "ou .olunteer inormation or discuss legal doctrines that are not necessar"
or pertinent to the solution to the problems. 4ou do not need to re1'rite or repeat teh (uestion in
"our E+amination Notebook.
4. %CQs are to be ans'ered b" 'riting in "our E+amination Notebook the capital letter (2$ /$
C$ 8$ or E) corresponding to "our chosen ans'er. The MCQ answers should begin in the page
following the last page of your essay answers.
There is onl" one correct ans'er to e.er" %CQ9 choose the /E3T ans'er rom amount the
oered choices. Note that some %CQs ma" need careul anal"sis both o the (uestions and the
choices oered.
5. %ake sure "ou do not 'rite your name or an" extraneous notes or distincti!e mar"ings on
"our E+amination Notebook that can ser.e as an identi"ing mark:s (such as names that are not
in the gi.en (uestions$ pra"ers$ or pri.ate notes to the E+aminer).
0riting$ lea.ing or making an" distinguishing or identi"ing mark in the E+amination Notebook
is considered cheating and can dis(uali" "ou or the /ar e+aminations.
4ou can use the (uestionnaire or notes "ou ma" 'ish:need to 'rite during the e+amination.
;2N8 IN 4<=- N<TE/<<> 0IT; T;I3 Q=E3TI<NN2I-E.
II.
/enn" applied or lie insurance or ?hp1.5 %illion. The insurance compan" appro.ed his
application and issued an insurance polic" eecti.e No.. @$ ,!!). /enn" named his children as
his beneiciaries. <n 2pril @$ ,!1!$ /enn" died o hepatoma$ a li.er ailment.
The insurance compan" denied the childrenAs claim or the proceeds o the insurance polic" on
the ground that /enn" ailed to disclose in his application t'o pre.ious consultations 'ith his
doctors or diabetes and h"pertension$ and that he had been diagnosed to be suering rom
hepatoma. The insurance compan" also rescinded the polic" and reunded the premiums paid.
Was the insurance company correct? (8%
III.
From his irst term in ,!!B$ Congressman 2bner has been endorsing his. pork barrel allocations
to T'in -i.ers in e+change or a commission o C!* o the ace .alue o the allocation. T'in
-i.ers is a non1go.ernmental organi5ation 'hose supporting papers$ ater audit$ 'ere ound b"
the Commission on 2udit to be ictitious. <ther than to prepare and submit alsiied papers to
support the encashment o the pork barrel checks$ T'in -i.ers does not appear to ha.e done
an"thing on the endorsed proDects and Congressman 2bner like'ise does not appear to ha.e
bothered to monitor the progress o the proDects he endorsed. The congressman con.erted most
o the commissions he generated into =3 dollars$ and deposited these in a oreign currenc"
account 'ith /anco de ?lata (/8?).
/ased on ampl"1supported tips gi.en b" a congressman rom another political part"$ the 2nti1
%one" Eaundering Council sent /8? an orderF (1) to conirm Cong. 2bnerAs deposits 'ith the
bank and to pro.ide details o these deposits9 and (,) to hold all 'ithdra'als and other
transactions in.ol.ing the congressmanAs bank accounts.
As counse! "or #$%& 'ou!( you a()ise the *an+ to comp!y 'ith the or(er? (8%
I,.
-ud" is a ine arts student in a uni.ersit". ;e sta"s in a boarding house 'ith /ernie as his
roommate. 8uring his ree time$ -ud" 'ould paint and lea.e his inished 'orks l"ing around the
boarding house. <ne da"$ -ud" sa' one o his 'orks G an abstract painting entitled %anila
Traic Ham G on displa" at the uni.ersit" caeteria. The caeteria operator said he purchased the
painting rom /ernie 'ho represented himsel as its painter and o'ner.
-ud" and the caeteria operator immediatel" conronted /ernie. 0hile admitting that he did not
do the painting$ /ernie claimed o'nership o its cop"right since he had alread" registered it in
his name 'ith the National Eibrar" as pro.ided in the Intellectual ?ropert" Code.
Who o'ns the copyri-ht to the paintin-? E.p!ain. (8%
,.
4ou are a member o the legal sta o a la' irm doing corporate and securities 'ork or Coco
?roducts Inc.$ a compan" 'ith uni(ue products deri.ed rom coconuts and 'hose shares are
traded in the ?hilippine 3tock E+change. 2 partner in the la' irm$ 2tt". /uene+ito$ to 'hom
"ou report$ is the Corporate 3ecretar" o Coco ?roducts. 4ou ha.e long been in.esting in Coco
?roducts stocks e.en beore "ou became a la'"er.
0hile 'orking 'ith 2tt". /uene+ito on another ile$ he accidentall" ga.e "ou the Coco ?roducts
ile containing the compan"As planned corporate inancial rehabilitation. 0hile "ou kne' "ou
had the 'rong ile$ "our curiosit" pre.ailed and "ou bro'sed through the ile beore returning it.
Thus$ "ou learned that a petition or inancial rehabilitation is imminent$ as the compan" could
no longer meet its obligations as the" ell due.
3oon ater$ "our mother is rushed to the hospital or an emergenc" operation$ and "ou ha.e to
raise mone" or her hospital bills. 2n immediate option or "ou is to sell "our Coco ?roducts
shares. The sale 'ould be .er" timel" because the price o
the compan"As stocks are still high.
0ould "ou sell the shares to raise the needed unds or "our motherAs hospitali5ationI Take into
account legal (5*) and ethical (J*) considerations. ()* total points)
,I.
8elano Cru5 is in deault in the pa"ment o his e+isting loan rom /8? /ank. To e+tend and
restructure this loan$ 8elano agreed to e+ecute a trust receipt in the bankAs a.or co.ering the
iron pellets 8elano imported rom China one "ear earlier. 8elano subse(uentl" succeeded in
selling the iron pellets to a smelting plant$ but the proceeds 'ent to the pa"ment o the separation
beneits o his emplo"ees 'ho 'ere laid o as he reduced his operations.
0hen the e+tended loan period e+pired 'ithout an" signiicant pa"ment rom 8elano (not e.en
to the e+tent o the proceeds o the sale o the iron pellets)$ /8? /ank consulted "ou on ho' to
proceed against 8elano. The bank is contemplating the iling o estaa pursuant to the pro.isions
o ?res. 8ecree No. 115 (Trust -eceipts Ea') to orce 8elano to turn in at least the proceeds o
the sale o the iron pellets.
Wou!( you& as *an+ counse! an( as an o""icer o" the court& a()ise the *an+ to procee( 'ith
its contemp!ate( action? (8%
,II.
3table Insurance Co. (3IC) and 3t. ?eter %anuacturing Co. (3?%C) ha.e had a long1standing
insurance relationship 'ith each other9 3?%C secures the comprehensi.e ire insurance on its
plant and acilities rom 3IC. The standing business practice bet'een them has been to allo'
3?%C a credit period o K! da"s rom the rene'al o the polic" 'ithin 'hich to pa" the
premium.
3oon ater the ne' polic" 'as issued and beore premium pa"ments could be made$ a ire gutted
the co.ered plant and acilities to the ground. The da" ater the ire$ 3?%C issued a managerAs
check to 3IC or the ire insurance premium$ or 'hich it 'as issued a receipt9 a 'eek later
3?%C issued its notice o loss.
3IC responded b" issuing its o'n managerAs check or the amount o the premiums 3?%C had
paid$ and denied 3?%CAs claim on the ground that under the 6cash and carr"7 principle
go.erning ire insurance$ no co.erage e+isted at the time the ire occurred because the insurance
premium had not been paid.
Is S%/0 entit!e( to reco)er "or the !oss "rom SI0? (8%
,III.
In the No.ember ,!1! stockholders meeting o Lreen.ille Corporation$ eight ()) directors 'ere
elected to the board. The directors assumed their posts in Hanuar" ,!11. 3ince no stockholdersA
meeting 'as held in No.ember ,!11$ the eight directors ser.ed in a holdo.er capacit" and thus
continued discharging their po'ers.
In Hune ,!1,$ t'o (,) o Lreen.ille CorporationAs directors G 8irector 2 and 8irector / G
resigned rom the board. -el"ing on 3ection ,K o the Corporation Code$ the remaining si+ (@)
directors elected t'o (,) ne' directors to ill in the .acanc" caused b" the resignation o
8irectors 2 and /.
3tockholder # (uestioned the election o the ne' directors$ initiall"$ through a letter1complaint
addressed to the board$ and later ('hen his letter1complaint 'ent unheeded)$ through a deri.ati.e
suit iled 'ith the court. ;e claimed that the .acanc" in the board should be illed up b" the .ote
o the stockholders o Lreen.ille Corporation. Lreen.ille CorporationAs directors deended the
legalit" o their action$ claiming as 'ell that 3tockholder #As deri.ati.e suit 'as improper.
1u!e on the issues raise(. (8%
I2.
Fil12sia 2ir Flight K1@ 'as on a scheduled passenger light rom %anila 'hen it crashed as it
landed at the Caga"an de <ro airport the pilot miscalculated the planeAs approach and undershot
the run'a". < the 15! people on board$ ten (1!) passengers died at the crash scene.
< the ten 'ho died$ one 'as a passenger 'ho managed to lea.e the plane but 'as run o.er b"
an ambulance coming to the rescue. 2nother 'as an airline emplo"ee 'ho hitched a ree ride to
Caga"an de <ro and 'ho 'as not in the passenger maniest.
It appears rom the Ci.il 2eronautics 2uthorit" in.estigation that the co1pilot 'ho had control o
the planeAs landing had less than the re(uired l"ing and landing time e+perience$ and should not
ha.e been in control o the plane at the time. ;e 'as allo'ed to l" as a co1pilot because o the
scarcit" o pilots G ?hilippine pilots ha.e been recruited b" oreign airlines under .astl"
impro.ed l"ing terms and 'ages so that ne'er and less trained pilots are being locall" deplo"ed.
The main pilot$ on the other hand$ had a .er" high le.el o blood alcohol at the time o the crash.
4ou are part o the team that the .ictims hired to handle the case or them asa group. In "our
case conerence$ the ollo'ing (uestions came upF
(A E.p!ain the causes o" action !e-a!!y possi*!e un(er the -i)en "acts a-ainst the
air!ine an( the pi!ots3 'hom 'i!! you speci"ica!!y imp!ea( in these causes o" action? (5%
(# 4o' 'i!! you han(!e the cases o" the passen-er run o)er*y the am*u!ance an( the
air!ine emp!oyee a!!o'e( to hitch a "ree ri(e to 0a-ayan (e 5ro? (3%
2.
/ell ?hilippines$ Inc. (/el?hil) is a public utilit" compan"$ dul" incorporated and registered 'ith
the 3ecurities and E+change Commission. Its authori5ed capital stock consists o .oting common
shares and non1.oting preerred shares$ 'ith e(ual par .alues o ?1!!.!!:share. Currentl"$ the
issued and outstanding capital stock o /el?hil consists onl" o common shares shared bet'een
/a"ani Cru5$ a Filipino 'ith @!* o the issued common shares$ and /ernard Fleet$ a Canadian$
'ith C!*.
To secure additional 'orking und$ /el?hil issued preerred shares to /ernard Fleet e(ui.alent to
the currentl" outstanding common shares. 2 suit 'as iled (uestioning the corporate action on
the ground that the oreign e(uit" holdings in the compan" 'ould no' e+ceed the C!* oreign
e(uit" limit allo'ed under the Constitution or public utilities.
1u!e on the !e-a!ity o" #ernar( 6!eet7s current ho!(in-s. (8%
MULTIPLE CHOICE QUESTIONS
I.
Claude$ the registered stockholder o 1$!!! shares in 2/C Corp.$ pledged the shares to Conrad
b" endorsement in blank o the co.ering stock certiicates and$ e+ecution o a 8eed o
2ssignment o 3hares o 3tock$ intended as collateral or a loan o ?1.! %illion that 'as also
supported b" a separate promissor" note.
I.(1 8n(er these "acts& is there a )a!i( p!e(-e o" the shares o" stoc+ to 0onra(? (1%
(2) No$ because shares o stock are intangible personal properties 'hose possession cannot be
deli.ered and$ hence$ cannot be the subDect o a pledge.
(/) No$ because the pledge o shares o stock re(uires double registration 'ith the -egister o
8eeds o the principal place o business o the corporation and o
the residence o the pledgor.
(C) 4es$ because endorsement and deli.er" o the certiicates o stock is e(ui.alent to the
transer o possession o the co.ered shares to the pledgee.
(8) 4es$ because the e+ecution o the 8eed o 2ssignment o 3hares o 3tock is e(ui.alent to a
la'ul pledge o the shares o stock.
I.(,) 2ter Claude deaulted on the loan$ Conrad sought to ha.e the shares registered in his name
in the books o the corporation. I" you are the 0orporate Secretary o" A#0 0orporation&
'ou!( you re-ister the shares in the name o" 0onra( 'ithout any 'ritten instruction "rom
0!au(e? (1%
(2) 4es$ since the endorsement and deli.er" o the certiicates o stock e+ecuted b" Claude
constitute the legal authorit" to cancel the shares in his name and to place them in ConradAs
name.
(/) 4es$ since the e+ecution o the 8eed o 2ssignment b" Claude 'ould constitute the legal
authorit" to cancel the shares in his name and place them in ConradAs name.
(C) No$ because corporate oicers can onl" take direct instructions rom the registered o'ners
on the proper disposition o shares registered in their names.
(8) No$ because the corporation has a primar" lien on the shares co.ering the unpaid
subscription.
II.
2 oreign delegation o businessmen and in.estment bankers called on "ourla' irm to discuss
the possibilities o in.esting in .arious proDects in the ?hilippines$ and 'anted "our thoughts on
certain issues regarding oreign in.estments in the ?hilippines.
II.(1 The delegation has been told about the Foreign In.estments 2ct o 1KK1$ as amended (FI2
AK1)$ and the" asked 'hat e+actl" is the la'As essential thrust regarding oreign in.estments in
?hilippine business and industries.
You rep!ie( that 6IA 791 essentia!!y re"!ects :::::::. (1%
(2) the 6Filipino First ?olic"7
(/) the 6Foreign In.estments ?ositi.e Eists7 concept
(C) the 6Foreign In.estments Negati.e Eists7 concept
(8) the 6Control Test7 concept
(E) 2ll o the abo.e.
II.(2 The delegation askedF aside rom Filipino ctt15ens$ 'hat entities 'ould all under the
deinition o 6?hilippine National7 under FI2 AK1I
You rep!ie( that the (e"inition o" ;%hi!ippine nationa!< un(er 6IA 791 co)ers :::::::.
(1%
(2) domestic partnerships 'holl" composed o Filipino citi5ens
(/) domestic corporations @!* o 'hose capital stock$ outstanding and entitled to .ote$ are
o'ned and held b" Filipino citi5ens
(C) oreign corporations considered as doing business in the ?hilippines under the Corporation
Code$ 1!!* o 'hose capital stock$ outstanding and entitled to .ote$ are 'holl"1o'ned b"
Filipino citi5ens
(8) 2ll o the abo.e$ because the la' considers the Duridical personalit"$ 'hether domestic or
oreign$ as a mere medium9 the test o nationalit" is on the indi.iduals 'ho control the medium
(E) None o the abo.e$ because the term ?hilippine national can onl"co.er indi.iduals and not
Duridical entities.
II.(3 The delegation heard that oreigners can in.est up to 1!!* o the e(uit" in 6e+port
oriented enterprises7 and "ou 'ere asked e+actl" 'hat the term co.ers. You rep!ie( that an
;e.port oriente( enterprise< un(er 6IA 791 is an enterprise that :::::::. (1%
(2) onl" engages in the e+port o goods and ser.ices$ and does not sell goods or ser.ices to the
domestic market
(/) e+ports consistentl" at least C!* o its goods or ser.ices$ and sells at least
@!* o the rest to the domestic market
(C) e+ports consistentl" at least @!* o the goods or ser.ices produced$ and sells at least C!* o
the rest to the domestic market
(8) e+ports consistentl" at least @!* o its goods or ser.ices produced$ and can sell goods or
ser.ices to the domestic market
(E) None o the abo.e.
III.
8ennis subscribed to 1!$!!! shares o #4M Corporation 'ith a par .alue o ?1!! per share.
;o'e.er$ he paid onl" ,5* o the subscription or ?,5!$!!!.!!. No call has been made on the
unpaid subscription.
4o' many shares is $ennis entit!e( to )ote at the annua! meetin- o" the stoc+ho!(ers o"
2Y=? (1%
(2) 1!$!!! shares
(/) ,$5!! shares
(C) 1!! shares
(8) ! shares
(E) None o the abo.e.
I,.
2/C Corp. issued redeemable shares. =nder the terms o the issuance$ thes hares shall be
redeemed at the end o 1! "ears rom date o issuance$ at par .alue plus a premium
o 1!*.
0hoose the correct statement re!atin- to these re(eema*!e shares. (1%
(2) 2/C Corp. 'ould need unrestricted retained earnings to be able to redeem the shares.
(/) Corporations are not allo'ed to issue redeemable shares9 thus$ the issuance b" 2/C Corp. is
ultra .ires.
(C) ;olders o redeemable shares enDo" a preerence o.er creditors.
(8) 2/C Corp. ma" redeem the shares at the end o 1! "ears 'ithout need or unrestricted
retained earnings pro.ided that$ ater the redemption$ there are suicient assets to co.er its debts.
(E) 2ll o the abo.e are incorrect.
,.
2rnold$ representing himsel as an agent o /rian or the sale o /rianAs car$ approached 8ennis
'ho appeared interested in bu"ing the car. 2t 2rnoldAs prodding$ 8ennis issued a crossed check
pa"able to /rian or ?,5$!!!.!! on the understanding that the check 'ould onl" be sho'n to
/rian as e.idence o 8ennisA good aith and interest in bu"ing the car. Instead$ 2rnold used the
check to pa" or the medical e+penses o his 'ie in /rianAs clinic ater /rian$ a doctor$ treated
her.
Is #rian a ho!(er in (ue course (4I$0? (1%
(2) 4es$ /rian is a ;I8C because he 'as the pa"ee o the check and he recei.ed it or ser.ices
rendered.
(/) 4es$ /rian is a ;I8C because he did not need to go behind the check that 'as pa"able to
him.
(C) No$ /rian is not a ;I8C because 8ennis issued the check onl" as e.idence o good aith and
interest in bu"ing the car.
(8) No$ /rian is not a ;I8C because /rian should ha.e been placed on noticeF the check 'as
crossed in his a.or and 2rnold 'as not the dra'er.
(E) No$ /rian is not a ;I8C because the re(uisite consideration to 8ennis 'as not present.
,I.
La'sengsit Corp. is a corporation incorporated in 3ingapore. It in.ested in /umblebee Corp.$ a
?hilippine corporation$ b" ac(uiring J!* o its shares. 2s a result$ La'sengsit Corp. nominated
J!* o the directors o /umblebee Corp.$ all o 'hom are 3ingaporeans and oicers o
La'sengsit Corp.
0hoose the correct statement re!atin- to >a'sen-sit 0orp. (1%
(2) La'sengsit Corp. is doing business in the ?hilippines and re(uires a license rom the
3ecurities and E+change Commission (3EC).
(/) La'sengsit Corp. is not doing business in the ?hilippines b" its mere in.estment in a
?hilippine corporation and does not need a license rom the 3EC.
(C) La'sengsit Corp. has to appoint a resident agent in the ?hilippines.
(8) La'sengsit Corp. cannot elect directors in /umblebee Corp.
(E) 2ll the abo.e choices are incorrect.
,II.
The /I- assessed 2/C Corp. or deicienc" income ta+ or ta+able "ear,!1! in the amount o
?,@$BJ1$,!).!!$ inclusi.e o surcharge and penalties.
?he #I1 can :::::::. (1%
(2) run ater the directors and oicers o 2/C Corp. to collect the deicienc" ta+ and their
liabilit" 'ill be solidar"
(/) run ater the stockholders o 2/C Corp. and their liabilit" 'ill be Doint
(C) run ater the stockholders o 2/C Corp. and their liabilit" 'ill besolidar"
(8) run ater the unpaid subscriptions still due to 2/C Corp.$ i an"
(E) None o the abo.e choices is correct.
,III.
2nton imported perumes rom Tai'an and these 'ere released to him b" the bank under a trust
receipt. 0hile the perumes 'ere in 2ntonAs 'arehouse$ thie.es broke in and stole all o them.
Who 'i!! shou!(er the !oss o" the sto!en per"umes? (1%
(2) The loss o the perumes 'ill be borne b" the bank in 'hose behal the perumes 'ere held
in trust.
(/) 2nton 'ill bear the loss.
(C) The e+porter can hold both the bank and 2nton liable or the loss.
(8) The e+porter rom 'hom 2nton bought the perumes 'ill bear the loss.
(E) No one bears the loss or an unoreseen e.ent.
I2.
2 bank ma" ac(uire real propert" NNNNNN. (1*)
(2) b" purchase at a public sale o properties le.ied to satis" ta+ delin(uencies
(/) b" purchase rom a real estate corporation in the ordinar" course o the bankAs business
(C) through dacion en pago in satisaction o a debt in a.or o the bank
(8) in e+change or the purchase o shares o stocks o the bank
(E) 2ll o the abo.e.
(F) None o the abo.e.
2.
=nder the 2nti1%one" Eaundering 2ct$ a depositorAs bank account ma" be ro5en NNNNNNNNNNN.
(1*)
(2) b" the bank 'hen the account is the subDect o a suspicious or co.ered transaction report
(/) b" the 2nti1%one" Eaundering Council (2%EC) 'hen the account belongs to a person
alread" con.icted o mone" laundering
(C) b" the -egional Trial Court$ upon e+ parte motion b" the 2%EC$ in a criminal prosecution
or mone" laundering pending beore it
(8) b" the Court o 2ppeals motu proprio in an appeal rom a Dudgment o con.iction o a
criminal charge or mone" laundering
(E) In none o the abo.e.
2I.
=nkno'n to the other our proponents$ Enrico ('ho had been gi.en the task o attending to the
2rticles o Incorporation o the proposed corporation$ 2uto %o$ 2"os >o) misappropriated the
iling ees and ne.er iled the 2rticles o Incorporation 'ith the 3ecurities and E+change
Commission (3EC). Instead$ he prepared and presented to the proposed incorporators a alsiied
3EC certiicate appro.ing the 2rticles. -el"ing on the alsiied 3EC certiicate$ the latter began
assuming and discharging corporate po'ers.
Auto /o& Ayos @o is a :::::. (1%
(2) de Dure corporation
(/) de acto corporation
(C) corporation b" estoppel
(8) general partnership
(E) None o the abo.e.
2II.
?reerred shares cannot .ote on the proposal NNNNNNNN. (1*)
(2) to include other corporate oicers in the corporationAs b"1la's
(/) to issue corporate bonds
(C) to shorten the corporate term
(8) 2ll o the abo.e.
(E) None o the abo.e.
2III.
In ,!1!$ the ?hilippine National ?olice declared >adda" /enDelani 6?ublic Enem" No. 1O
because o his terrorist acti.ities in the countr" that ha.e resulted in the death o thousands o
Filipinos. 2 ransom o ?15 million 'as placed on >adda" /enDelaniAs head. 0orried about the
uture o their amil"$ >adda" /enDelaniAs estranged 'ie$ 2urelia$ secured in 8ecember ,!1! a
lie insurance polic" on his lie and designated hersel as the beneiciar".
Is the po!icy )a!i( an( *in(in-? (1%
(2) 4es$ the polic" is .alid and binding because 2urelia has an insurable interest on the lie o
>adda" /enDelani.
(/) No$ the polic" is not .alid and binding because >adda" /enDelani has been oiciall"
declared a public enem".
(C) 4es$ the polic" is .alid and binding because it has been in orce or more than t'o "ears.
(8) No$ the polic" is not .alid and binding since the spousesA estrangement remo.ed 2ureliaAs
insurable interest in /enDelaniAs lie.
(E) None o the abo.e.
2I,.
%uebles Classico$ Inc. (%C)$ a %anila1based urniture shop$ purchased hard'ood lumber rom
3urigao Timber$ Inc. (3TI)$ a %indanao1based logging compan". %C 'as to pa" 3TI the amount
o ?5.! million or 5! tons o lumber. To pa" 3TI$ %C opened a letter o credit 'ith /anco de
?lata (/8?). /<? dul" inormed 3TI o the opening o a letter o credit in its a.or.
In the meantime$ %C G 'hich had been undergoing inancial re.erses G iled a petition or
corporate rehabilitation. The rehabilitation court issued a 3ta" <rder to sta" the enorcement o
all claims against %C.
2ter shipping the lumber$ 3TH 'ent to /8?$ presented the shipping documents$ and demanded
pa"ment o the letter o credit opened in its a.or. %C$on the other hand$ inormed the bank o
the 3ta" <rder and instructed it to den" pa"ment to 3TI because o the 3ta" <rder.
#$% comes to you "or a()ice. Your *est a()ice is to :::. (1%
(2) grant 3TIAs claim. =nder the 6Independence ?rinciple$7 the bank deals onl" 'ith the
documents and not the underl"ing circumstances9 hence$the presentation o the letter o credit is
suicient.
(/) den" 3TIAs claim. The 3ta" <rder co.ers all claims against the debtor and binds all its
creditors. The letter o credit is a claim against the debtor that is co.ered b" the 3ta" <rder.
(C) grant 3TIAs claim. The letter o credit is not a claim against the debt or under rehabilitation$
but against the bank 'hich has assumed a solidar" obligation.
(8) den" 3TIAs claim. I the bank disregards the 3ta" <rder$ it ma" be subDect to contempt b" the
rehabilitation court. 3TI should ile its claim 'ith the rehabilitation court.
(E) ile an action or interpleader to resol.e the partiesA competing claims.
2,.
2kiro o Tok"o$ Hapan sent .arious goods to his riend Huan in Cebu Cit"$ ?hilippines$ through
one o the .essels o 0orth'ell 3hippers$ Inc.$ an 2merican corporation. En route to Cebu Cit"$
the .essel had t'o stops$ irst in ;ong >ong$ and second$ in %anila.
2,.(1 Whi!e tra)e!!in- "rom ?o+yo to 4on- @on-& the -oo(s 'ere (ama-e(. What !a'
'i!! -o)ern? (1%
(2) Hapanese la'
(/) ;ong >ong la'
(C) Chinese la'
(8) ?hilippine la'
(E) 2merican la'
2,.(2 Assumin- %hi!ippine !a' to *e app!ica*!e an( Auan "ai!s to "i!e a c!aim 'ith the
carrier& may he sti!! commence an action to reco)er (ama-es 'ith the court? (1%
(2) No$ the ailure to ile a claim 'ith the carrier is a condition precedent or reco.er".
(/) 4es$ pro.ided he iles the complaint 'ithin 1! "ears rom deli.er".
(C) 4es$ pro.ided he iles the complaint 'ithin 1! "ears rom disco.er" o the damage.
(8) 4es$ pro.ided he iles the complaint 'ithin 1 "ear rom deli.er".
(E) 4es$ pro.ided he iles the complaint 'ithin 1 "ear rom disco.er" o the damage.