More Com Review

8/2/2019 More Com Review

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What is the purpose of a Secretary's certificate? Being regular on its face, a Secretary's certificate is sufficient for a third party to rely on-it does not have to investigate the truth of the facts contained in such certification,otherwise business transaction of corporations would become tortuously slow and

unnecessarily hampered.

What is the essence of a cashier's check? It is a well-known and accepted practice in the business sector that a cashier's check isdeemed as cash. Moreover, since the said check had been certified by the drawee bank, by thecertification, the funds represented by the check are transferred from the credit of the maker to that of the

payee or holder, and for all intents and purposes, the latter becomes the depositor ofthe drawee bank, with rights and duties of one in such situation. Where a check is

certified by the bank on which it is drawn, the certification is equivalent to acceptance.Said certification "implies that the check is drawn upon sufficient funds in the hands ofthe drawee, that they have been set apart for its satisfaction, and that they shall be soapplied whenever the check is presented for payment. It is an understanding that thecheck is good then, and shall continue good, and this agreement is as binding on thebank as its notes in circulation, a certificate of deposit payable to the order of thedepositor, or any other obligation it can assume. When is an airline liable for damages despite force majeure? Assuming arguendo that airline passengers have no vested right to amenities in case a

flight is cancelled

due to force majeure, what makes an airline liable for damages in the instant case is itsblatant refusal to accord the so-called amenities equally to all its stranded passengers who were similarlysituated. Does the delivery of a check extinguish an obligation? Since a negotiable instrument is only a substitute for money and not money, the deliveryof such an instrument does not, by itself, operate as payment. A check, whether a manager's

check or ordinary check, is not legal tender, and an offer of a check in payment of adebt is not a valid tender of payment and may be refused receipt by the obligee orcreditor. Mere delivery of checks does not discharge the obligation under a judgment.The obligation is not extinguished and remains suspended until the payment bycommercial document is actually realized. Can a corporate officer bind himself to the payment of the corporate debts?



There is no law that prohibits a corporate officer from binding himself personally toanswer for a corporate debt. While the limited liability doctrine is intended to protect the stockholder byimmunizing him from personal liability for the corporate debts, he may neverthelessdivest himself of this protection by voluntarily binding himself to the payment of the

corporate debts. The petitioner cannot therefore take refuge in this doctrine that he hasby his own acts effectively waived. What is the responsibility of common carriers when death or injury to a passengeroccurs? Owing to the nature of their business and for reasons of public policy, common carriersare tasked to observe extraordinary diligence in the vigilance over the goods and for thesafety of its passengers. Further, they are bound to carry the passengers safely as faras human care and foresight can provide, using the utmost diligence of very cautiouspersons, with a due regard for all the circumstances. Whenever death or injury to a

passenger occurs, common carriers are presumed to have been at fault or to haveacted negligently unless they prove that they observed extraordinary diligence asprescribed by Articles 1733 and 1755. What is Compulsory Motor Vehicle Liability Insurance? Compulsory Motor Vehicle Liability Insurance (third party liability, or TPL) is primarilyintended to provide compensation for the death or bodily injuries suffered by innocent third parties orpassengers as a result of a negligent operation and use of motor vehicles. The victimsand or their dependents are assured of immediate financial assistance, regardless ofthe financial capacity of the motor vehicle owners. The insurer's liability accruesimmediately upon the occurrence of the injury or event upon which the liability depends,and does not depend on the recovery of judgment by the injured party against theinsured. Can an injured party sue the insurer directly? The injured for whom the contract of insurance is intended can sue directly the insurer.The general purpose of statutes enabling an injured person to proceed directly againstthe insurer is to protect injured persons against the insolvency of the insured whocauses such injury, and to give such injured person a certain beneficial interest in theproceeds of the policy, and statutes are to be liberally construed so that their intendedpurpose may be accomplished. It has even been held that such a provision creates acontractual relation which inures to the benefit of any and every person who may benegligently injured by the named insured as if such injured person were specificallynamed in the policy. What is the nature of certificates of stocks?



Certificates of stocks are considered as "quasi-negotiable" instruments. When theowner or shareholder of these certificates signs the printed form of sale or assignment at the back of every stockcertificate without filing in the blanks provided for the name of the transferee as well as for the name of the

attorney-in-fact, the said owner or shareholder, in effect, confers on another all theindicia of ownership of the said stock certificates. What is the liability of an accomodation party? An accommodation party is one who has signed the instrument as maker, drawer,acceptor, or indorser, without receiving value therefor, and for the purpose of lending his name to some otherperson. Such a person is liable on the instrument to a holder for value, notwithstanding such holder, at

the time of taking the instrument, knew him to be only an accommodation party.

What is the distinction between shares of stocks and franchise? A distinction should be made between shares of stock, which are owned bystockholders, the sale of which requires only NTC approval, and the franchise itselfwhich is owned by the corporation as the grantee thereof, the sale or transfer of whichrequires Congressional sanction. Since stockholders own the shares of stock, they maydispose of the same as they see fit. They may not, however, transfer or assign theproperty of a corporation, like its franchise. In other words, even if the originalstockholders had transferred their shares to another group of shareholders, thefranchise granted to the corporation subsists as long as the corporation, as an entity,continues to exist. The franchise is not thereby invalidated by the transfer of the shares. What is the nature of a bill of lading? In Macondray and Company Inc. v. Acting Commissioner of Customs, it was held that abill of lading is ordinarily merely a convenient commercial instrument designed to protect the importeror consignee. And in Phoenix Assurance Co., Ltd. v. United States Lines, it was heldthat as a receipt, a bill of lading recites the place and date of shipment, describes thegoods as to quantity, weight, dimensions, identification marks, condition, quality andvalue. What is the test in determining the business of a foreign corporation? The true test, however, seems to be whether the foreign corporation is continuing thebody or substance of the business or enterprise for which it was organized or whether ithas substantially retired from it and turned it over to another. The term implies acontinuity of commercial dealings and arrangements, and



contemplates, to the extent, the performance of acts or works or the exercise of some ofthe functions normally incident to, and in progressive prosecution of, the purpose and object of itsorganization.

When is a foreign corporation deemed as "doing business" in the Philippines?

There is no general rule or governing principle laid down as to what constitutes "doing"or "engaging in" or "transacting" business in the Philippines. Each case must be judged in the light of its

peculiar circumstances. The acts of foreign corporations should be distinguished from asingle or isolated business transaction or occasional, incidental and casual transactions which do not come withinthe meaning of the law. Where a single act or transaction, however, is not merely incidental or casual butindicates the foreign corporation's intention to do other business in the Philippines, said single act ortransaction constitutes "doing" or "engaging in" or "transacting" business in the Philippines. Can a single act of a foreign corporation be considered as doing business in thePhilippines? A single act may bring the corporation within the purview of the statute where it is an actof the ordinary business of the corporation. In such a case, the single act or transaction is not merely

incidental or casual, but is of such character as distinctly to indicate a purpose on thepart of the foreign corporation to do other business in the state, and to make the state abase of operations for the conduct of a part of the corporations' ordinary business. Why is a foreign corporation required to obtain a license to do business in thePhilippines? The purpose of the rule requiring foreign corporations to secure a license to do businessin the Philippines is to enable us to exercise jurisdiction over them for the regulation oftheir activities in this country. If a foreign corporation operates in the Philippines withoutsubmitting to our laws, it is only just that it not be allowed to invoke them in our courtswhen it should need them later for its own protection. While foreign investors are alwayswelcome in this land to collaborate with us for our mutual benefit, they must be preparedas an indispensable condition to respect and be bound by Philippine law in propercases. Can title be vested in the transferree by the delivery of the duly indorsed certificate ofstock?



As provided under Section 3 of Batas Pambansa Bilang 68, otherwise known as theCorporation Code of the Philippines, shares of stock may be transferred by delivery tothe transferree of the certificate properly indorsed. Title may be vested in the transferree by the delivery of the duly indorsedcertificate of stock. However, no transfer shall be valid, except as between the parties

until the transfer is properly recorded in the books of the corporation.

When is there a limit of liability for breaches of contract of a common carrier? It should be deemed a limit of liability only in those cases where the cause of the deathor injury to person, or destruction, loss or damage to property or delay in its transport is not attributable toor attended by any wilful misconduct, bad faith, recklessness, or otherwise improper conduct on the part ofany official or employee for which the carrier is responsible, and there is otherwise nospecial or extraordinary form of resulting injury.

How does the law define a corporation? A corporation is an artificial being created by operation of law, having the right ofsuccession and the powers, attributes and properties expressly authorized by law orincident to its existence. What are the classes of corporations? Corporations formed or organized under this Code may be stock or non-stockcorporations. Corporations which have capital stock divided into shares and are authorized to distribute to theholders of such shares dividends or allotments of the surplus profits on the basis of the shares held are stockcorporations. All other corporations are non-stock corporations

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