OBLIGATIONS – SORIANO
1. It is a wrong committed without any pre-existing relations between parties. a. Natural obligations b. Quasi-delict c. Quasi-contract Quasi-contract d. Crime 2. One of the following is a determinate thing. hich is it! a. a cow b. a horse c. a "oyota car with engine no. 12#$%& body no. #$'() and plate no. *+C 12# d. a ring with diamond embellishment #. ,emand must be made on the due date of the obligation in order for delay to exist in one of the following cases. hich is it! a. hen it was stipulated by the parties that demand need not be made. b. hen the law proides that demand need not be made. c. hen the obligation does not indicate whether demand must be made or not on due date. d. hen time is of essence in the contract. $. "his refers to delay on the part of the creditor. a. mora solendi ex re b. compensation morae c. mora solendi ex personae d. mora accipiendi %. "here shall be no liability for loss due to fortuitous eents in one of the following. hich is it! a. hen the debtor delays. b. hen the parties so stipulated that there shall be liability een in case of loss due to fortuitous eents. c. hen the nature of the obligation reuire the assumption of ris/s. d. hen the obligation is to delier a determinate thing and there was no stipulation as to the liability of the debtor in case of loss due to fortuitous eents. 0. "he following are the remedies of the creditor to pursue his claims against the debtor& except to a. pursue the property owned in possession of the debtor b. exercise all the rights and bring all the actions of the debtor accion subrogatoria3 subrogatoria 3 c. impugn the acts which the debtor may hae done to defraud his creditors accion pauliana3 pauliana3 d. compel the debtor to perform the serice in obligations to do 4. , borrowed 5%)&))).)) from C. C dies before he has collected the debt leaing 6& his son& as heir. hich of the following statements is correct!
a. 6 can collect from , although , and C did not agree that the credit right will pass on to the heirs of C. b. 6 cannot collect because the credit right is personal to C. c. 6 can collect only if , and C agreed that the credit right will pass on the heirs of C. d. 6 cannot collect because the law prohibits the transmission of the credit right. '. , is obliged to gie C a speci7c car if C passes the C5* 8icensure 9xamination. ,:s obligation is an example of a. a pure obligation. b. an obligation with a suspensie condition c. an obligation with a resolutory condition d. an obligation with a period (. One of the following obligations obligations is not immediately demandable. a. pure obligation b. obligation with a resolutory condition c. obligation with an in diem period d. obligation with an ex die period 1). One of the following is a oid obligation a. , is obliged to gie C 5%&))).)) if C does not go to the moon. b. , is obliged to gie C 5%&))).)) if , goes to +aguio. c. , is obliged to gie C 5%&))).)) if C goes to +aguio. d. , is obliged to gie C 5%&))).)) if , wins 7rst pri;e in the sweepsta/es on a tic/et that he had already purchased. 11. , is obliged to gie C 51)&))).)) if < dies. "his is an example of a. an obligation with a suspensie condition b. an obligation with a resolutory condition c. an obligation with a period d. a pure obligation 12. , is obliged to gie C a speci7c ring. "he parties agreed that , may gie a speci7c bracelet as substitute. hich of the following statements is true! a. If the ring is lost through a fortuitous eent before substitution& substitution& the obligation is extinguished. b. If the bracelet is lost through a fortuitous eent before substitution& the obligation is extinguished. c. If the ring is lost through a fortuitous eent after substitution& the obligation is extinguished. d. If the ring is lost through the debtor:s fault after substitution& the debtor shall pay damages. 1#. *& +& C and , are obliged to gie =& & <& > and ? 52)&))).)) a. = may collect from * 52)&))).)) b. = may collect from * 5%&))).))
c. = may collect from * 51&))).)) d. = may collect from * 5$&))).)) 1$. *& +& C and ,& @oint debtors& are obliged to gie =& & <& > and ?& solidary creditors& creditors& 52)&))).)) a. = may collect from + 52)&))).)) b. = may collect from + 5$&))).)) c. = may collect from + 5%&))).)) d. = may collect from + 51&))).)) 1%. *& +& C and ,& solidary debtors& are obliged to gie =& & <& > and ?& @oint creditors& creditors& 52)&))).)) a. = may collect from C 52)&))).)) b. = may collect from C 5$&))).)) c. = may collect from C 5%&))).)) d. = may collect from C 51&))).)) 10. *& +& C and ,& solidary debtors& are obliged to gie =& & <& > and ?& solidary creditors& creditors& 52)&))).)) a. = may collect from , 52)&))).)) b. = may collect from , 5$&))).)) c. = may collect from , 5%&))).)) d. = may collect from , 51&))).)) 14. *& 2%& +& #%& and C& 14& are solidary debtors of < in the amount of 5(&))).)) a. < may collect from * 5(&))).)) b. < may collect from * 50&))).)) c. < may collect from * 51&))).)) d. < may collect nothing because the obligation is oidable& C being a minor. 1'. "he following obligations are diisible& except an obligation a. to gie de7nite things. b. which has for its ob@ect the execution of a certain number of wor/s. c. which has for its ob@ect the accomplishment accomplishment of wor/ by metrical units. d. which by its nature is susceptible of partial performance. 1(. in obligations with a penal clause& the creditor as a rule may recoer from the debtor in case of breach of the followingA a. the penalty as agreed upon& plus damages and interest b. the penalty and damages c. the penalty and interest d. only the penalty 2). Consider the following statements I. "he nullity of the principal obligation obligation carries with it the nullity of the penal clause. II. "he nullity of the principal obligation does not carry with it the nullity of the penal clause.
III. "he nullity of the penal clause carries with it the nullity of the principal obligation. I=. "he nullity of the penal clause does not carry with it the nullity of the principal obligation. a. 6tatements I and III are true. b. 6tatements I and I= are true. c. 6tatements II and III are true. d. 6tatements II and I= are true. 21. , borrowed from C 5%)&))).)). "he obligation is secured by a chattel mortgage on ,:s "oyota car. 6ubseuently& 6ubseuently& , paid C 52)&))).)). Bn/nown Bn/nown to ,& a third person& pays C 5%)&))) belieing that , still owed C such amount. a. " can recoer 5%)&))).)) 5%)&))).)) from ,. If , cannot pay& " can foreclose foreclose the mortgage on ,:s "oyota car. b. " can recoer nothing from , because he paid C without the /nowledge and consent of ,. c. " can recoer 5#)&))).)) from ,. If , cannot pay& " can foreclose the mortgage on ,:s "oyota car. d. " can recoer 5#)&))).)) from ,. If , cannot pay& " cannot foreclose the mortgage on ,:s "oyota car car.. 22. "he following statements concerning payment by cession are true& except one. hich is it! a. "he creditors become the owners of the properties of the debtor that were ceded to them. b. 5ayment by cession extinguishes the obligations only to the extent coered by the proceeds of the sale of the debtor:s properties. c. "he debtor must be insolent. d. Cession aects all the properties of the debtor except those exempt from execution. 2#. Consignation alone without any tender of payment is suDcient in the following cases& except a. when the creditor is absent or un/nown or does not appear at the place of payment. b. when the creditor presents the title to the obligation for collection. c. when without @ust cause& the creditor refuses to gie a receipt. d. when two or more persons claim the same right to collect. 2$. E owes 5 51)&))).)). "he obligation is eidenced by a promissory note. 6ubseuently& 6ubseuently& 5 assigned the note to *& * to +& + to C& and C bac/ to E. "he obligation of E is extinguished by a. compensation b. confusion c. condonation
d. "he obligation is not extinguished because there was no payment 2%. In order that condonation may extinguish an obligation inoling a moable property whose alue exceeds 5%&))).))F a. It is suDcient that the condonation and the acceptance are in writing& een a priate one. b. It is reuired that the condonation and the acceptance be in a public instrument. c. "he deliery of the document eidencing the debt is suDcient since the property is moable. d. "he condonation and the acceptance may be made orally. 20. Genry& husband& and ilma& wife& are legally separated. +y order of the court which decreed the legal separation& Genry is obliged to gie a monthly support of 51)&))).)) to ilma payable within the 7rst 7e days of the month. ilma owes Genry 51)&))).)) by way of business loan. On the other hand& Genry has not yet gien ilma:s support of 51)&))).)) for this month. +oth debts are already due. hich of the following statements is correct! a. +oth debts are extinguished by legal compensation because both are already due. b. ilma may claim compensation but not Genry. c. Genry may claim compensation but not ilma. d. Neither one may claim compensation because because the debts are not of the same /ind. 24. , owes C 51)&))).)) with H as guarantor. C& on the other hand& owed ,& 5'&))).)). +oth days are already due but , is insolent. In this caseF a. C may collect from H 51)&))).)). b. C may collect from H 52&))).)) because a guarantor can set up compensation as regards what the creditor owes the principal debtor. c. C may collect nothing from H because , is insolent. d. C may collect 5'&))).)) from H. 2'. On uly 1& 2)1)& , obliged himself to gie C a speci7c car if C will not marry < on or before ,ecember #1& 2)1). "he condition of the obligation is a a. positie condition. b. negatie condition. c. diisible condition. d. impossible condition. 2(. , owes C 5%&))).)). "& a third person and without any intention to be reimbursed reimbursed by ,& paid the debt without the consent of ,. C accepted the payment. a. "he payment did not extinguish extinguish the debt of , to C because it was made without the consent of ,. b. "he payment did not extinguish the debt because it was not made by , himself. c. "he payment is considered alid because it was accepted by the creditor. d. "he payment may be considered alid if " had the intention to be reimbursed. reimbursed.
#). , owes C 50&))).)). No date payment was stipulated by the parties. a. C cannot reuire , to pay because there is no date for payment. b. C can reuire , to pay at anytime. c. , is not liable to C because the obligation is oid there being no date of payment. d. , is not reuired to pay unless C goes to court and as/s the court to 7x a period of the payment. #1. hich of the following is not considered considered a conditional obligation! obligation! a. , to pay C 5%&))).)) as soon as , has the means. b. , to pay C 5%&))).)) if C marries >. c. , to pay C 5%&))).)) if C tops the C5* 9xaminations. d. , to pay C if < dies of malaria. #2. 8egal compensation shall not be proper in three of the following cases. hich is the exception! a. Commodatum. b. Ciil liability arising from a criminal oense. c. Hratuitous support. d. +an/ deposit. ##. Cecilia& the owner of a 6ari-sari store& purchased seeral bags of J,ulcitaK candy worth 5%&))).)) from Olga& an authori;ed dealer of the product. On due date& Cecilia& who sells the candies at 51.)) each& tendered her payment to Olga consisting of %&))) pieces of 51.)) coins. a. Olga may refuse to accept the payment and demand that she be paid in bills. b. Olga may not refuse to accept the payment because what Cecilia was oering as payment is money circulated circulated in the 5hilippines. c. Cecilia may consign the payment in court if Olga refuses to accept it. d. "he tender made by Cecilia was alid because the 51.)) coins came from her sales and she had plenty of them. #$. hich of the following does not apply to payment by cession. hich is it! a. Ownership of the debtor:s properties is transferred to the creditor. b. "he debtor must be insolent. c. It aects all the properties of the debtor except those exempt from execution. d. "here are seeral creditors. #%. *nna *lmeda& +elinda +ersola& and Claudia Cabrera executed the following promissory note JI promise to pay ,olores ,omingue; or order the sum of 5#)&))).)) on une #)&2)1). (Sgd.) *nna (Sgd.) *nna *lmeda (Sgd.) +elinda (Sgd.) +elinda +ersola (Sgd.) Claudia (Sgd.) Claudia CabreraK On une #)&2)1)& ,olores ,omingue; can collect from *nna *lmeda
a. 51)&))).)) b. 5#)&))).)) c. 52)&))).)) d. Nothing& because the note is oid since it says JI promiseK but was signed by three persons. #0. *n obligation where arious prestations are due but the performance of all of them is reuired in order to extinguish the obligation is /nown as a. alternatie obligation. b. facultatie obligation. c. con@unctie obligation. d. simple obligation. #4. , is indebted to C for 52)&))).)) which is due on une 1). C owes , 51%&))).)) which is due on une %. On une '& C assigned his credit rights to ". , gae his consent to the assignment but did not resere his right to the compensation. On une 1)& how much may " collect collect from ,! a. 52)&))).)) b. 51%&))).)) c. 5%&))).)) d. Nothing. #'. "he following statements pertain to either payment by cession or dacion en pago. pago. I. "he debtor is insolent II. Ownership of the thingLs is transferred to the creditorLs. III. 5lurality of creditors is reuired. I=. Obligations are totally extinguished as a rule. a. 6tatements I and I= pertain to payment by cession. b. 6tatements I and III pertain to dacion en pago. c. 6tatements II and I= pertain to dacion en pago. d. 6tatements III and I= pertain to payment by cession. #(. "he return of what has been paid by mista/e is /nown as a. solutio indebiti b. negotiorum gestio c. uasi-delict d. natural obligation $). One of the following obligations obligations is not demandable at once. hich is it! a. , to gie his car to C. No date was 7xed by the parties for the date of deliery. b. , to gie his car to C until C completes his course in +6 *ccountancy. c. , to gie his car to C until < dies. d. , to gie C his car should C enrol in +6 *ccountancy.
$1. Eaila made a non-negotiable promissory promissory note with 5ia as payee. 5ia assigned the note to *i/o& *i/o assigned the note to +ea& +ea assigned the note to Carmina& Carmina assigned assigned the note to Gelen& and Gelen assigned it bac/ to Eaila. a. Eaila:s obligation is extinguished by condonation. b. Eaila:s obligation is extinguished by confusion. c. Eaila:s obligation is extinguished by compensation. d. Eaila:s obligation is not extinguished extinguished because the note is not negotiable. $2. , promised to gie C 1) sac/s of rice when <& C:s father& dies. "he obligation of , to C is a. *n obligation with a suspensie condition. b. *n obligation with a resolutory condition. c. *n obligation with a period. d. * pure obligation. $#. "he deliery to the creditor creditor of mercantile documents such as chec/s shall produce produce the eect of payment a. upon deliery. b. when they hae been cashed. c. when through the fault of the debtor they hae been impaired. d. when they are deposited in the ban/. $$. Oli 6y/es sold 1)) bottles of imported JMundadorK brandy to Chris Eartin who paid immediately the price thereof amounting to 52)&))).)). Oli promised to delier the brandy to Chris within one wee/ from their agreement. On the agreed date of deliery& Oli deliered to Chris 1)) bottles of fa/e JMundadorK brandy. "he contract between Oli and Chris is a. oidable. b. oid. c. alid. d. rescissible. $%. hich of the following obligations is oid! a. , agreed to hire C as manager of his ,:s3 business if C is willing to relocate to Cebu. b. , agreed to paint the portrait of C if , will enroll in a painting class this coming month. c. , promised to pay his debt to C amounting to 52)&))).)) as soon as possible. d. , agreed to gie a monthly support of 5%&))).)) to C until , ends his contract of employment oerseas. $0. One peso& 5%.)) and 51).)) coins are legal tender up to a. 51)).)) b. 5%)).)) c. 51&))).)) d. any amount.
$4. One centao& 5).)%& 5).1) and 5).2% centao coins are legal tender up to a. 51)).)) b. 5%)).)) c. 51&))).)) d. any amount. $'. "hree of the following are the characteristics of a condition. hich is the exception! a. It may or may not happen. b. It may refer to the future. c. It merely 7xes the time for the eDcaciousness of an obligation. d. It may refer to a past eent un/nown to the paries. $(. "hese statements are presented to you I. "here is no delay in obligations not to do. II. ,elay is applicable only to the debtor& neer to the creditor. In your ealuation of the foregoing statements a. +oth statements are true. b. +oth statements are false. c. Only 6tatement I is true. d. Only 6tatement II is true. %). "he principle of negotiorum gestio does not apply a. hen the property or business is not neglected or abandoned. b. hen the oDcious manager has been tacitly authori;ed by the owner. c. In both a3 and b3. d. In neither a3 and b3.
CONTRACTS - SORIANO
1. "hese "hese statemen statements ts are are present presented ed to you I. Inno Innomi mina nate te cont contra ract cts& s& not not ha hain ing g nam name e und under er the the law law&& ar are oi oid d bec becau ause se no law or rule goerns them. II. II. Macio acio ut des des and and ,o ut faci facias as are are inn innom omin inat ate e con contr trac acts ts.. In your ealuation of the foregoing statements a. +oth +oth are are tru true. e. b. +oth +oth ar are fals false. e. c. Only Only sta state teme ment nt I is is true true.. d. Onl Only y stat stateme ement nt II II is tru true. e.
2. "hese "hese statemen statements ts are are present presented ed to you I. Guma Guman n hai hairr may may ali alidl dly y be be the the ob@e ob@ect ct of a con contr trac actt of of sal sale. e. II. II. "he "he dona donati tion on by a moth mother er of of a par partt of her her li lier er to to be be tran transp spla lant nted ed to to his his son is alid. In your ealuation of the foregoing statements a. +ot +oth h stat stateme ements nts ar are e true. true. b. +oth +oth state statemen ments ts are are false. false. c. Only Only sta state teme ment nt I is is true true.. d. Only Only s stat tateme ement nt II II is true. true.
#. "hese "hese statemen statements ts are are present presented ed to you
I.
* sal sale e by by auc aucti tion on is enfo enforrceab ceable le betw betwee een n the the sell seller er and and the the buye buyerr although the memorandum made by the auctioneer on the sale was not signed by the seller and the buyer. Cont Contra ract cts s that that ar are enfo enforc rcea eabl ble e unde underr the the 6tat 6tatut ute e of Mra Mraud uds s are are deem deemed ed rati7ed by the failure to ob@ect to the presentation of oral eidence to proe them.
II. II.
In your ealuation of the foregoing statements a. b. c. d.
+oth +oth +oth +oth Only Only Only Only
stat s tateme ements nts ar are e true. true. state statemen ments ts are are false. false. sta state teme ment nt I is is true true.. s stat tateme ement nt II II is true. true.
$. escission escission is dierent dierent from from annulment annulment in that rescission rescission a. Is a pri princ ncip ipal al act actio ion n b. Eay be aailed aailed of only only by the parties parties whether whether bound bound principa principally lly or subsidiarily. c. Is brough broughtt to declare declare the ineDcacy ineDcacy inhere inherent nt in the contract contract.. d. Is base based d on lesi lesion on or dam damag age. e. %. *t the height of the ood& , saw C and and his family bringing bringing their personal eects to a higher ground. Ge oered his help which was accepted. "hereafter& "hereafter& C gae 5%))&))) 5%))&))) to , who was was not expecting expecting the payment. payment. "he contract between , and C is a. Onerous b. em emun uner erat ator ory y c. Hra Hratuit tuitio iou us d. "here "here was was no no contr contract act at all. all.
0. efer efer to No. No. %& %& "he "he cause cause is a. "he payme payment nt of 5%))&) 5%))&))). )). b. "he be bene7 ne7tt rece receie ied d by C. c. "he person personal al eects eects of C and his his family family.. d. "here "here is no cause cause because because there there is no contract contract between between , and C.
4. "hese "hese statemen statements ts are are present presented ed to you I. "her "here e may may be mor more tha than n tw two par partties ies to to a con contrac tract. t. II. II. * par party ty to a con contr trac actt may may be comp compos osed ed of mor more tha than n one one pers person on.. In your ealuation of the foregoing statements a. b. c. d.
6tatement 6tatement I is trueA trueA 6tatem 6tatement ent II II is false false.. 6tatement 6tatement I is false falseAA 6tatement 6tatement II is true. true. +oth +ot h stat stateme ements nts ar are e true true.. +oth +oth state statemen ments ts are are false. false.
'. * proision proision in a promissory promissory note authori;ing authori;ing the creditor creditor to increase& increase& decrease& or otherwise change from time to time the rate of interest andLor ban/ charges without adance notice to the borrower is iolatie of which principle of contract! a. elat elati iit ity y b. Eu Euttua uallit ity y c. Obli Obliga gato tory ry forc force e d. Cons Consen ensu sual alit ity y
(. It refers to a contract contract wherein wherein one party imposes a ready-made ready-made form form of contract& which the other party may accept or re@ect& but which the latter cannot modify. modify. a. *lea *leato tory ry cont contra ract ct b. Con Contra tract ct of adh adhesi esion on c. *u *uto to-c -con ontr trac actt d. Inno Innomi mina nate te contr contrac actt
1)."he a. b. c. d.
following contracts are oidable& except except a contract +etwee +et ween n a mino minorr and and an ins insane ane here consent consent was gien by one one party while while in a state of drun/en drun/enness. ness. here here consent consent was gien gien by one party party while while under hypnot hypnotic ic spell. spell. here a party was mista/en mista/en as to the substance substance of the the thing ob@ect ob@ect of the contract.
11.6& a store owner& sold a gallon of rat poison to + for 51&))).)). Intended to pour the poison in the 7shpond of <& his enemy& to /ill all the 7sh therein. "he sale of the rat poison is a. =alid proided proided + does does not pursue pursue his his motie to /ill the 7sh 7sh in the the 7shpond of <. b. =alid een if if + pursues pursues his motie to /ill /ill the 7sh in the 7shpond 7shpond of <. c. =oid as it is immater immaterial ial whether whether or not + /ills /ills the 7sh in the the 7shpond 7shpond of < since +:s motie is oid. d. =oid if + pursues his motie to /ill the the 7sh in the 7shpond of <.
12.* contract of pledge is perfected upon a. Eeetin Eeeting g of the the minds minds of of the par partie ties s b. ,eli ,eliery ery of the the ob@ec ob@ectt of cont contract ract c. 9xecuti 9xecution on of the the written written agreemen agreementt by the parti parties es d. *c/nowl *c/nowledge edgement ment by the parties parties of the instrumen instrumentt eidencing eidencing the contract before a notary public.
1#.6 shipped his goods in the essel of +. "he goods were destined for Cebu. hen the essel reached Cebu& = hired " who owned a special euipment for
the unloading of the cargoes that included the goods of 6. "he goods of 6& howeer& fell into the sea while being unloaded because of the negligence of the operator of the euipment. a. 6 can can go afte afterr ". ". b. 6 can can only only go go after after =. c. 6 can can go after after both both " and and =. d. 6 cannot cannot go go after after wither wither " or =. 1$.5 met an accident and died while on board a taxi owned by oadmasters "axicad "axicad Company. oadmasters oadmasters has a common carrier carrier insurance insurance policy with *+C Insurance Company for the payment of indemnity to any fare-paying fare-paying passenger in case of accident. hich of the following statements is incorrect! a. "he heirs of 5 can claim the indemnity from from *+C Insurance Insurance for for the death death of 5. b. "he heirs heirs cannot cannot claim claim any indemnity indemnity becaus because e 5 was not a party to the the contract of insurance between oadmasters and *+C Insurance. c. "he prois proision ion in the insura insurance nce policy policy for the the payment payment of indemnity indemnity is an example of stipulation pour autrui. d. "he right of 5 to claim claim for indemnity indemnity was transmitted to his heirs heirs upon his death.
1%.*n aleatory contract is one a. "he ful7llm ful7llment ent of which which depen depends ds upon upon a chance chance.. b. "he parties of which are obliged obliged to perform perform reciprocal reciprocal prestations. prestations. c. here here only one party party actually actually and and physicall physically y enters into into the contra contract. ct. d. here deliery deliery of the the ob@ect is reuired reuired to be made for its perfection.
10.hich of the following contracts is not a oid contract! a. * contract contract of sale sale of an animal animal suering suering from from a contagious contagious diseas disease. e. b. * purchase purchase of an an illegitimate illegitimate child by by one who is the father father of the child. c. * contract contract of insurance insurance whereby the insured insured as/ed another to ta/e ta/e his place during the medical examinatio examination. n. d. * contract between M& a Milipino Milipino and and *& an alien& for the purchase purchase of the right /idney of M for 52))&))).)).
14."he following contracts are presented presented to you. I. * con contr trac actt of of sal sale e in inol oli ing ng 1) 1)) ) sac sac/s /s of rice rice ente enterred into into by H& a guardian& in behalf of E& his ward. "he rice was worth 51))&))).)) but was sold by H for 5'%&))).)). II. II. * cont contra ract ct of of sale sale mad made e by , of of his his onl only y lot lot to < in orde orderr to defr defrau aud d C& his his creditor. < was not aware of the fraudulent intention of , when he sold the lot to him. III. III. * contr contract act of sale sale made made by , to to < of of @ewe @ewelry lry which which C is is tryi trying ng to to reco recoer er in a court case he 7led against ,. < was not aware that the @ewelry was the sub@ect of litigation between C and ,.
In your ealuation of the foregoing contracts a. b. c. d.
Contracts Contracts I and and II are resciss rescissible ible.. Contracts Contracts I and III are are rescis rescissibl sible. e. Contracts Contracts II and and III are resciss rescissible ible.. None of of the aboe aboe contra contracts cts is res resciss cissible. ible.
1'.+ entered into a contract for the purchase of % rolls of cloth worth 52)&))) from 6. "he materials which were to be used by + in the ma/ing of school uniforms were scheduled for deliery within 4 days. On the seenth day& 6 failed to delier the cloth despite demands from +. *s a result& + could not meet his commitment to his customers and was threatened with a court suit. 6 claimed that E from whom he ordered the cloth under a contract that he 63 and E entered into& did not 7nish manufacturing the product as scheduled in accordance accordance with such terms of the contract. In this case& + may not sue E for damages under the contract between 6 and E under which principle of contract! a. 5rincip 5rinciple le of of 8ibera 8iberality lity of Contr Contract act b. 5ri 5rincip nciple le of of elati elatiity ity of Contr Contract act c. 5rincip 5rinciple le of of Consen Consensual suality ity of Contr Contract act d. 5rincip 5rinciple le of Obliga Obligatory tory Morc Morce e of Contrac Contractt
1(., borrowed 5%)&)))&)) from C. "he debt& which is payable within one year& is secured by a mortgage that , constituted on his lot. "he mortgage is registered in the egistry of 5roperty. C dies before the due date of the debt and was not able to collect any amount of his loan receiable receiable from ,. Ge was suried by 6& his only son and heir. ,& ta/ing adantage of the situation& sold the lot to " who was not aware of the mortgage constituted thereon. a. "he mortgage mortgage is is not bindin binding g on " since since he was not not aware aware of it at the time he bought the lot. b. 6& the son of C& has has the right right to collect collect the amount amount of the note from from ,& and foreclose the mortgage if , cannot pay. c. "he mortgage mortgage is is not bindin binding g on " since since , was in bad bad faith faith when he he sold the lot to ". d. "he right right to collect collect that that loan was extinguished extinguished upon the the death of C.
2)."he following statements are presented presented to you I. "he "he ill illeg egal alit ity y of of the the moti motie e of of the the part party y to a con contr trac actt ren rende ders rs the the con contr trac actt oid. II. II. "he "he moti motie e of of one one part party y to a con contr trac actt is alwa always ys /no /nown wn by by the the othe otherr part party y. In your ealuation of the foregoing statements a. +oth +oth are are tru true. e. b. +o +oth th a arre fals false. e.
c. Only Only I is is tru true. d. Only Only II is true true..
21."he following contracts are presented presented to you I. 5ledge II. Commodatum III. 6ale I=. ,onation of an immoable. "he real contracts contracts among the four contracts contracts enumerated enumerated are a. b. c. d.
I and II. II and III. II. I an and III. II and I= I=.
22.One of the following is not incapable of giing consent a. Insa Insane ne pers person ons. s. b. ,eaf-mute ,eaf-mutes s who do not not /now /now how to write. write. c. ,ea ,eaff-mu -mutes tes who who /now /now how how to read read.. d. Bneman Bnemanci cipat pated ed minors minors..
2#.* contract entered entered into by an incapacitated person is a. =oid. b. =oi oid dabl ble. e. c. esci esciss ssib ible le.. d. Bnen Bnenfo forc rcea eabl ble. e.
2$.Contracts entered into in a state of drun/enness drun/enness or during hypnotic spell are a. =alid. b. =oi oid dabl ble. e. c. esci esciss ssib ible le.. d. =oid.
2%.* contract entered into by an insane person during a lucid interal is a. =alid. b. =oid oidable. ble. c. esci esciss ssib ible le.. d. =oid.
20.*side from fraud and undue inuence& the following are the ices of consent& except a. =iol iolenc ence. b. Inti Intimi mida dati tion on..
c. Eista/e d. ,e ,eal aler er:s :s tal tal/. /.
24.Eista/e in three of the following will ma/e a contract oidable. hich one will not! a. Eista/e as to the the substance substance of the thing which which is the the ob@ect of the contract. contract. b. Eista/e as to the the principal principal conditions conditions which principally principally moed one or both parties to enter in to the contract. c. Eista/e as to the identity identity or uali7cations of one of the parties& which which identity identity or uali7cations hae been the principal cause of the contract. d. 6im 6imple ple mist mista/ a/e e of acco account unt..
2'.It inoled the employment of serious or irresistible irresistible force to obtain consent. a. Inti Intimi mida dati tion on.. b. "hre hreat. c. =io iollence. d. Eora Eorall coer coerci cion on..
2(.It is present when one of the contracting parties is compelled by a reasonable reasonable and well-grounded well-grounded fear of an imminent and grae eil upon his person or property& or upon the person or property of his spouse& descendants& and ascendants& to gie his consent. a. =iol iolenc ence. b. 5h 5hys ysic ical al coer coerci cion on.. c. In Inti timi mida dati tion on.. d. Eista/e.
#).One of the following contracts is not itiated by intimidation or iolence& and hence alid. a. * contract of sale which was signed by by a party because his his arm was being twisted by a third person. b. * contract of sale which was entered into because because the other other party was was pointing a gun at his wife. c. * contract contract where where a party party was compelled compelled to assig assign n his proper property ty to the other other to pay a @ust debt because the latter threatened to sue him in court if he does not pay his debt. d. * contract of donation donation of a parcel of land which which a party party signed because the the other party threatened to burn his house.
#1.It exists when a person ta/es improper improper adantage of his power oer the will of another depriing the latter of a reasonable freedom of choice. a. Inti Intimi mida dati tion on
b. ,uress c. "hreat d. Bn Bndu due e inu inuen ence ce
#2.Mraud exists in three of the following. hich is the exception! a. hen through through the insidious words or machinations machinations of one of the contracting parties& the other is induced to enter into a contract which& without them& he would not hae agreed to. b. hen there there is a failure to disclose disclose facts& when when there there is a duty to reeal reeal them& as when the parties are bound by the con7dential relations. c. hen there there is an expression expression of an an opinion by an expert expert which which turned out to be wrong& and the other party relied upon such expert /nowledge. d. hen the misrepr misrepresentation esentation refers refers to the the usual exaggerati exaggerations ons in trade& trade& and the other party had an opportunity to /now the facts.
##.*bulencia& who /new that his ring was embellished with glass& told +an;on that the embellishment was emerald. +an;on& who /new that his watch was gold-plated& told *bulencia that it was made of pure gold. +an;on& belieing that *buencia:s ring was embellished with emerald& and *bulencia& belieing that +an;on:s watch was made of pure gold& then entered into a contract whereby they exchanged their respectie articles. * wee/ later& +an;on discoered that the ring was adorned only with an ordinary glass. a. "he contract contract may be annulled annulled at the instance instance of +an;on since he discoered discoered the fraud. b. "he contract contract may be annulled annulled at the instance instance of *bulencia *bulencia since since +an;on also also employed fraud. c. "he contrac contractt is oid because because of the the bad faith faith of both parties partiesAA hence& it shall shall not produce any eect. d. Neither party party may as/ for annulment since both both are are guilty of fraud. fraud. "he contract& therefore& is alid.
#$.*n absolutely simulated contract is a. =oid. b. =oid oidable. ble. c. =alid. d. Bnen Bnenfo forc rcea eabl ble. e.
#%.One of the following statements does not pertain to a relatiely simulated contract. a. "he parti parties es conceal conceal their their real real agree agreement. ment. b. "he parties are bound bound by their their real real agreement agreement proided proided it does does not pre@udice pre@udice third persons.
c. "he parties are bound bound by their their real real agreement agreement proided proided it is not contrary contrary to law& morals& third persons& public order or public policy. d. "he partie parties s do not not intend intend to be be bound bound at all. all.
#0.6erando and +ernardo entered into a contract where they made it appear that 6erando was mortgaging his lot and building to +ernardo to secure a contract of loan. "he truth& howeer& was that 6erando was selling his lot and building to +ernardo. hich of the following statements is true! a. "he partie parties s are are bound bound by the the contract contract of of sale. sale. b. "he parties parties are are bound by by the contract contract of loan loan and mortgage. mortgage. c. "he part parties ies are are not not boun bound d at all. all. d. "he parties are bound bound by the the contract of sale only only when third persons persons are are aected.
#4.One of the following is not a reuisite of the ob@ect of a contract. a. It must must be be within within the commerce commerce of men. men. b. If it is a right& right& it must must be be intransmi intransmissib ssible. le. c. It must not not be contrary contrary to law& law& morals& morals& good customs& customs& publi public c order order or public public policy. d. It must be determinate determinate as to its /ind or capable of being made determinate determinate without the need of the parties entering into a new agreement. #'.6 and + orally entered into a contract whereby 6 sold his one-year production of eggs in his poultry farm to + for 5%)&))).)) which amount + immediately gae in cash to 6. "he contract between 6 and + is a. =oid because because the ob@ect ob@ect was not not existing at the time time of the execution execution of the contract. b. =alid because because future future things things may be the ob@ect of of contracts. contracts. c. escissible escissible because because + will will li/ely li/ely suer damage damage if the eggs do not come come into existence. d. Bnenfor Bnenforceab ceable le because because the contra contract ct was not in writi writing. ng.
#(.* died leaing properties estimated at 51&)))&))).)) to his sons& 6 and ". 6ubseuently& 6ubseuently& 6 sold one-half of his inheritance to < for 5#))&))).))& although his share was still to be deliered. a. "he contract contract is alid since since the inheritanc inheritance e is an an existing existing inheritance. inheritance. b. "he contract contract is oid because because what what 6 sold is is future future inheritance which may not be the ob@ect of contract as a rule. c. "he cont contrac ractt is resc resciss issib ible. le. d. "he contract contract is unenfor unenforceab ceable. le.
$).* contract whose cause is the promise of a thing or serice by the other party is a. *n one onero rous us con contr trac actt
b. * grat gratuit uitous ous contr contract act c. * lucr lucrat ati ie e cont contra ract ct d. * remu remuner nerato atory ry cont contrac ractt
$1.* contract whose cause is the liberality of the benefactor is a. * gratuitou gratuitous s contract contract or contrac contractt of pure bene7ce bene7cence. nce. b. * remun remunera erator tory y contra contract. ct. c. *n ale aleat ator ory y cont contra ract ct.. d. *n oner onerous ous contra contract. ct.
$2.6 sold his only car for 51))&))).)) to +. Bn/nown to 6& + bought the car from him so that he could use the same in a ban/ robbery. hat is the status of the sale of the car by 6 to +! a. "he sale sale is oid oid because because the the motie motie of + is illegal. illegal. b. "he sale is is alid because the illegality of the motie of the parties to the contract does not hae any eect on its alidity. c. "he sale sale is oidable oidable because because of the the failure failure of + to disclose disclose his his motie motie to 6. d. "he sale is is rescissible rescissible at at the instance instance of 6 because he would be damaged bythe illegal motie of +.
$#.One of the following is not a reuisite of cause in a contract. hich is it! a. It must must exis exist. t. b. It must must be lawf lawful ul.. c. It must must not not be be fal false se.. d. It must must not be be clearly clearly stated stated in in the contra contract. ct.
$$.If the illegal contract between the parties is a criminal oense but only one party is guilty& such illegal contract shall produce the following eects& except a. "he guilty guilty party party will will be crimina criminally lly prosec prosecuted uted.. b. Neither Neither party party may compel compel the other to to comply with with his undert underta/ing a/ing.. c. "he instrum instrument ent shall shall be con7scat con7scated ed in faor of the the goernment goernment.. d. "he innoce innocent nt party party cannot cannot recoer recoer what what he has has gien. gien.
$%.If the contract is illegal but it does not constitute a criminal oense and only one party is guilty& such illegal contract shall produce the following eects& except a. "he guilty guilty party party canno cannott recoer recoer what what he has gien. gien. b. "he guilty party cannot cannot as/ for the ful7lment ful7lment of what has been promised him. c. "he innocen innocentt party cannot cannot be compel compelled led to comply comply with his his promise promise.. d. "he innocen innocentt party cannot cannot demand demand the retur return n of what he has gien gien..
$0."he following contracts are reuired reuired to appear in a public document for the conenience of the parties so that they may be registered registered in the proper recording oDce& except a. Contracts which hae hae for their ob@ect ob@ect the creation of real real rights oer immoable immoabl e property. property. b. "he acce acceptan ptance ce of of an inhe inherita ritance. nce. c. "he power power to admin administer ister property property. d. "he cession cession of actions actions or rights rights proceeding proceeding from from an act appearing in a public public document.
$4.eformation of instruments has the following reuisites& except a. "here "here must be a meetin meeting g of minds minds of the parties parties to to the contrac contract. t. b. "he true intention of the parties dis dis not expressed expressed in the instrument. instrument. c. "he failure failure of the instrument to to express express the true true intention intention of the parties is due to mista/e& fraud& ineuitable conduct or accident. d. "he contrac contractt must be be in a public public instr instrument ument..
$'.eformation of an instrument is aailable in the following cases& except a. hen a mutual mutual mista/e mista/e of the parties causes causes the failure of the instrument instrument to disclose their agreement. b. hen one one party was mista/en mista/en and the other party party acted fraudulently or ineuitably in such a way that the instrument does not show their true intention. c. hen a party party was mista/en mista/en and and the other other /new /new or belie belieed ed that the the instrument did not state their real agreement. d. hen one of the parties parties has brought an action to enforce enforce the contract. contract.
$(.eformation $(.eformation is not aailable in the following cases& except a. 6imple 6imple donation donation inter inter ios where wherein in no conditio condition n is imposed. imposed. b. ills. c. hen hen the the real real agr agreem eemen entt is oid oid.. d. hen through through the ignorance& lac/ of s/ill& s/ill& negligence negligence or bad faith on the part of the person drafting the instrument or of the cler/& or typist& the instrument does not express the intention of the parties.
%).*s a rule& a contract of sale is perfected a. Bpon complia compliance nce with with the reuir reuirement ements s of the law as to form. form. b. Bpon deli deliery ery of the the ob@ect ob@ect of the the contrac contract. t. c. Bpon the the meeting meeting of the the minds on on the thing thing which which is the the ob@ect ob@ect of the contract and upon the price. d. Bpon Bpon deman emand d
PARTNERSHIP - SORIANO
1. One of the following is not a characteristic of contract of partnership. a. eal eal&& in tha thatt the par partne tners rs mus mustt del delie ierr the their ir con contri tribut bution ions s in or order der for th the e partnership partnershi p contract to be perfected. b. 5rincipal& because it can stand by itself. c. 5reparatory& because it is a means by which other contracts will be entered into. d. Onero Onerous& us& becaus because e the partie parties s contri contribut bute e money& money& prope property rty or indust industry ry to a common fund 2. "he minimum capital in money or property except when immoable property or real rights thereto are contributed& that will reuire the contract of partnership to be in a publ public ic inst instru rume ment nt and and be regis egiste terred with with the the 6ecu 6ecuri riti ties es and and 9xch 9xchan ange ge Commission 69C3. a. 5%&))).)) b. 51)&))).)) c. 5#&))).)) d. 5#)&))).)) #. If the partnership has the minimum capital mentioned in no. 2 but the contract is not in a public instrument or the same is not recorded with the 69C& the partnership a. is oid. b. is oidable.
c. does not acuire @uridical personality. d. still acuires @uridical personality. $. "hree of the following partnership contracts are oid. hich one is not! a. * uniersal partnership of all present property between husband and wife. b. * uniersal partnership of pro7ts between a man and a woman liing together as husband and wife without the bene7t of marriage. c. * particular partnership between husband and wife. d. * uniersal partnership of pro7ts between a priate indiidual and a public oDcer. %. hich of the following losses will not cause the dissolution of a partnership! a. 8oss 8oss befo beforre deli delie ery ry of a spec speci7c i7c thin thing g whic which h a part partne nerr has has prom promis ised ed to contribute to the partnership. partnership. b. 8oss of a speci7c thing after its deliery to and acuisition of its ownership by the partnership from the partner who contributed the same. b. 8oss after deliery of a speci7c thing where the partner contributed only its use and en@oyment& he haing resered the ownership thereof. d. 8oss 8oss befor before e delie deliery ry of a speci speci7c 7c thing thing wher where e the partne partnerr has has promi promise sed d to contribute only its use and en@oyment& resering the ownership thereof. 0. "he partnership will bear the ris/ of the loss of three of the following things. hich is the exception! a. "hings contributed to be sold. b. Mungible things or those that cannot be /ept without deteriorating. c. "h "hing ings s con contri tribu buted ted so tha thatt onl only y the their ir use and fru fruits its will be for the com common mon bene7t. d. "hings brought and appraised in the inentory. 4. +enito& Ignacio& Hregorio& *rtemio and 6erando are partners in +IH*6 Company which is engaged in the buying and selling of rice. +enito is the manager. Ignacio was also gien a special power of attorney by the partnership to buy a an for the company. No other power was gien to all the partners. In which of the following acts or contracts is the partnership not bound by the act of the partner! a. Ignacio buying rice for the partnership from "eodoro who has no /nowledge of Ignacio:s lac/ of authority. b. Ignacio buying a an for the partnership from "eresa. c. Hregorio buying a an for the partnership from "helma who has no /nowledge of Hregorio:s lac/ of authority. d. +enito selling rice for the partnership. '. hich of the following statements is incorrect! a. 5artnership creditors are preferred as to partnership assets. b. 5artnership creditors are preferred as to each partner:s separate assets. c. * partner:s separate creditors are preferred as to the partner:s separate assets. d. * partner:s separate creditors may attach a partner:s share in the partnership:s assets. (. "he change in the relation of the partners cause by any ceasing to be associated in the carrying on the business is /nown as a. termination of the partnership
b. winding up of partnership aairs c. liuidation of the partnership business d. dissolution of the partnership 1). * decree by the court is necessary to dissole a general partnership based on three of the following grounds. hich one will not reuire such decree but will cause the automatic dissolution of the partnership! partnership! a. "he business of the partnership can only be carried on at a loss. b. * partner is shown to be of unsound mind. c. * partner has been guilty of such conduct as tends to aect pre@udicially the carrying on of the business d. * partner is ciilly interdicted. 11. hen is the partnership not bound by the actLs of a partner after dissolution in the following cases! a. *cts necessary to wind up partnership aairs. b. *cts to complete transactions begun before dissolution. c. New transactions where the third person is a preious creditor and there was a publication of the dissolution in a newspaper of general circulation in the place or places where the business has been carried on but such third person has not read it. d. New transactions where the third person is a new creditor and there was a publication of the dissolution in a newspaper of general circulation in the place or places where the business has been carried on but such creditor has not read it. 12. hat is the order of payment of liabilities of a dissoled general partnership using the code number representing each liability! I. "hose owing to partners other than for capital or for pro7ts. II. "hose owing to creditors other than partners. III. "hose owing to partners in respect of pro7ts. I=. "hose owing to partners in respect of capital. a. I& II& III& I= b. II& I& I=& III c. II& II& I& I& III& III& I= I= d. I& I& II& II& I=& I=& III III 1#. In a limited partnership where there are $ partners a. *ll the partners must be a limited partner. b. "he number of limited partner must be eual to the number of general partner& that is& 22. c. "he number of limited partners must be greater than the number of general partners& that is& #1. d. It is en enou ough gh th that at th ther ere e is on one e li limi mite ted d pa part rtne ner& r& th the e res estt ma may y al alll be ge gene nera rall partners. 1$. * limited partner shall be liable as general partner in three of the following cases. hich one is the exception! a. hen he is a general-limited partner as stated in the certi7cate. b. hen he ta/es part in the control of the business. c. hen he participates in the management of the business. d. hen his surname which appears in the partnership name is also the surname of a general partner.
1%. * person admitted to all the rights of a limited partner who has died or has assigned his interest in the partnership is shown as a. *n ostensible partner. b. * liuidating partner. c. * substituted-limited partner. d. * general-limited partner. 10. If the assig assignee nee does does not become become the partne partnerr refer referre red d to in the prece precedin ding g number& his rights do not include a. "he receipt of the assignor:s share in pro7ts. b. "he receipt of the assignor:s other compensation by way of income. c. "he return of the assignor:s contribution. d. "he inspection of the partnership boo/s or account of partnership transactions. 14. hich of the following will not cause the automatic dissolution of a limited partnership! a. ,eath of a general partner. b. ,eath of a limited partner. c. Insolency of a general partner. d. Insanity of a general partner. 1'. One of the dis distin tinct ction ions s betwee between n a partne partners rship hip and and a corpor corporati ation on is that that a partnership a. Eay be formed by one person. b. Is created by operation of law. c. *cts through a board of directors. d. Eay exist for an inde7nite period. 1(. hich of the following will not cause the automatic dissolution of a general partnership! a. ,eath of a capitalist partner. b. Insolency of a capitalist partner. c. Insanity of an industrial partner. d. Ciil interdiction of an industrial partner. 2). ohn 6olanda and 6ons is a partnership composed of three partners& namely obert obert 6olanda& 6imon 6olanda and "heodore 6olanda. "he partners are the sons of ohn 6olanda who who has retired retired from business business but who suggested suggested that they include include his name in the 7rm to gie them an adantage since he is well-/nown in business community. I. ohn 6olanda shall hae all the rights of a general partner. II. ohn 6olanda shall hae all the liabilities of a general partner. +ased on the foregoing facts a. +oth statements are true. b. +oth statements are false. c. 6tatement I is trueA 6tatement II is false. d. 6tatement I is falseA 6tatement II is true.
21. +ettina& 9rlinda& *manda& Brsula& "eresa and >olanda are partners in +9*B"> 9nterprises& a dealer in cosmetics and other beauty products& with contributions of 50)&)) 50)&))).) ).))& )& 5%)&)) 5%)&))).) ).))& )& 5$)&)) 5$)&))).) ).))& )& 5#)&)) 5#)&))).) ).))& )& 52)&)) 52)&))).) ).)) ) and 51)&)) 51)&))).) ).)) ) respectiely. No one was appointed as manager in the articles of partnership. a. +ettina is the manager m anager because she made the biggest inestment. b. 9ery act in the ordinary course of business will hae to be decided by the ma@ority determined on a per head basis. c. 9ery act in the ordinary course of business will hae to be decided by the controlling interest biggest inestment3 although the partners owning them do not constitute the ma@ority. d. *ll the partners are agents or managers of the partnership and any one of them may perform acts of administratio administration n 22. 5*"OP 9nterprises& a partnership engaged in the business of renting out ideo 7lms& is owned by 5atricia& *lice& "ina& Olga and Paye as the manager. ,iana owes 5*"OP 9nterprises 50&))).)) and Olga& 5$&))).)). +oth debts are unsecured and are already due. ,iana pays Olga 5$&))).)) for which Olga issues her own receipt. a. "he payment should be applied to Olga:s credit only. b. "he payment should be applied to 5*"OP:s credit only. c. "he payment should be diided proportionately between 5*"OP and Olga& at 52&$)).)) and 51&0)).)) respectiely. d. "he payment should be diided eually between 5*"OP and Olga at 52&))).)) each. 2#. H9*" Company& a partnership engaged in the distribution of generators& is composed of Heorge& oland& 9dmond& *lbert and "roy. ,uring the month of *pril& the following transactions were entered into by the following partners in behalf of the partnership without any authority I. "he sale of the generator by oland to uan "orres who was not aware that oland oland had no author authority ity. uan uan "orre orres s has paid paid the genera generator tor which which is due for deliery. II. "he purchase of a car by 9dmond from Intrepid Eotors whose owner was not aware of 9dmond:s lac/ of authority. "he car and the price are due for deliery and payment& respectiely. +ased on the foregoing& the partnership is bound by a. "ransaction I only. b. "ransaction II only. c. +oth transactions I and II. d. Neither transaction I nor II. 2$. E*P Company& is a partnership partnership engaged in the trading business& with Earue;& *lconc *lconcer& er& amos amos and Panap Panapii as partne partners rs.. Earue Earue;& ;& *lconc *lconcer er and amos amos are are capi capita tali list st part partne ners rs&& cont contri ribu buti ting ng 51 51)) ))&) &))) )).) .))& )& 50 50)& )&)) ))). ).)) )) and and 5$ 5$)& )&)) ))). ).)) )) respectiely. Panapi is an industrial partner. "he partners hae a stipulation that Earue; shall not be liable for partnership liabilities. *fter three years of continued losses& the partnership incurred liabilities of 52))&))).)) at which time its assets had dwind dwindled led to 51$)&) 51$)&))). )).)). )). *fter *fter partne partners rship hip assets assets hae hae been been exha exhaust usted& ed& partnership creditors may go after the separate assets of a. all the partners.
b. Earue;& *lconcer and amos& but not those of Panapi. c. *lconcer& amos and Panapi& but not those of Earue;. d. *lconcer and amos only. 2%. 8IM9 Company& a partnership engaged in the water distribution business& is composed of partners 8arredo& Ingles& Miller and 9ncanto. One day& 8arredo was dri driin ing g the the 7rm: 7rm:s s deli delie ery ry truc truc/ / beyo beyond nd the the spee speed d limi limitt in orde orderr to ser sere e its its customers& when he rammed into and caused extensie damage on the par/ed car of "ertullo. a. Only 8arredo can be held liable for damages of "ertullo. b. 8IM9 Company and 8arredo are solidarili liable for damages to "ertullo. c. 8IM9 Company and the four partners are solidarily liable for damages to "ertullo. d. 8IM9 Company and the four partners are @ointly liable for damages to "ertullo. 20. * person admitted as a partner into an existing partnership shall be liable up to the extent of his separate assets for what obligations! a. Obligations of the partners existing at the time of his admission only if there was a stipulation. stipulation. b. Obligations of the partnership incurred after his admission only if there was a stipulation. c. Obligations of the partnership incurred before and after his admission een if there was no stipulation. d. Obl Obliga igatio tions ns of the par partne tners rship hip in incur curre red d bef befor ore e his adm admiss ission ion if the there re was a stipulation& and those incurred after his admission een if there was no stipulation. 24. *seron& the managing partner of *C9 Company& was driing the deliery truc/ of the 7rm when he rammed it into an electric post resulting in damages to the ehicle amounting to 5%)&))).)). "o ma/e up for accident& *seron wor/ed long hours for the 7rm and was able to increase its sales from 5%&)))&))).)) to 51%&)))&))).)). a. *seron will no longer be liable for damages to *C9 because he was able to generate unusual reenues for the 7rm through his extraordinary eorts. b. *seron will still be liable to the 7rm for damages but the amount will be euitably reduced since he was able to generate unusual pro7ts for the 7rm through his extraordinary eorts. c. *seron:s obligation to the 7rm for damages will be extinguished by compensation since *C9 is also liable for him for the extraordinary eorts he exerted to increase its sales. d. *seron and *C9 will share eually in the damages of 5%)&))).)). 2'. "reor "reor owes 5#&))).)) to CG*E5 Company& a partnership composed of Charles& Garry& *lbert& Ear/ and 5rince& with Ear/ as the manager who is authori;ed to collect all credits of the 7rm. Ge also owes Charles the amount of 50&))).)). +oth debts are already due. "reor gies 5#&))).)) to Charles in payment of his debt to the latter. Charles thus issues his own receipt. a. 5ayment ayment will will be applie applied d propo proporti rtiona onatel tely y to the two credi credits ts at 51& 51&))) ))).)) .)) for Charles: credit and 52&))).)) for CG*E5:s credit. b. 5ayment will be applied eually to the two credits. c. 5ayment will be applied in its entirety to Charles: credit. d. 5ayment will be applied in its entirety to CG*E5:s credit.
2(. ,oang and ,epante hae been partners for more than % years in the puri7ed water business. *t the start of the sixth year& ,oang assigned his interest in the partnership to "rinidad& but ,epante ob@ected on the ground that he did not want "rinidad "rinidad to be his his partner. partner. a. "rinidad automatically became a partner of ,epante when ,oang coneyed his interest to him. b. ,oang and ,epante continue to be partners despite ,oang:s coneyance of his interest to t o "rinidad. "rinidad. c. "he partnership between ,oang and ,epante was automatically dissoled when ,oang coneyed his interest to "rinidad. d. "he coneyance of ,oang of his interest in the partnership to "rinidad entitled the latter to inspect the boo/s& and participate in the management& of the partnership. #). Querubin& oces and 6olis are partners in a law 7rm. Querubin was appointed as @udge of the egional egional "rial "rial Court. 6uch appointment appointment a. 6uspends the participation of Querubin in the management of the 7rm without causing the dissolution of the partnership. b. 5rohibits the inclusion of the name Querubin in the 7rm name without dissoling the partnership. partnership. c. esults in the dissolution of the partnership. d. merely reuires the disclosure of Querubin:s appointment to the court without dissoling the partnership. #1. +rag #1. +ragan an;a ;a&& Orti Orti; ; and and Nea Neado do want want to form form a part partne ners rshi hip p with with +rag +ragan an;a ;a contributing 5%))&))).))A Orti;& oDce euipmentA and Neado& his serices. If the three were to form a limited partnership& who among them will be limited partnerLs! a. 9ither +ragan;a or Orti; or both of them. b. 9ither Orti; or Neado or both of them. c. 9ither +ragan;a or Neado or both of them. d. *ll the three must be limited partners. #2. efer to the preceding number. *ssume that the three decide to from a general partnership. *s a result& which of the following is incorrect! a. *ny of the three may be appointed as manager. b. *ll of them may be appointed as managers. c. Only Neado may be appointed as a manager because he only contribute his serices. d. *ny two of them may be appointed as managers. ##. CON 9nterprises is composed of partners Chuc/ who contributed 5%)&))).))A anier& 52)&))).))A Oscar& 5$)&))).))A aldorf& 51)&))).))A and Nelson& 5%&))).)). No one was appointed as manager. "wo proposed contracts were oted upon by the partners during a meeting which too/ place as follows Contract I =oting for approal of the contract were Chuc/ and anierA oting for re@ection were Oscar& aldorf and Nelson. Contract II =oting for approal were Chuc/ and anierA oting for re@ection were Oscar and aldorfA Nelson abstained. hich of the following contracts are considered approed! a. +oth contracts. b. Neither of two contracts.
c. Contract I only. d. Contract II only. #$. E*CP:s estaurant is a partnership composed of Eanalo& *lfere;& Cancio and Pilayco& with Eanalo as the manager whose contribution is ')R of the 7rm:s capital. Eanalo made Ongpauco his associate by assigning one-half of his share in the 7rm to the latter. ,id Ongpauco become a partner in the 7rm! a. >es& because Eanalo is the manager. b. No& because the other partners must gie their consent in order that Ongpauco may be admitted in the partnership. c. >es& because the assignment by Eanalo of his share in the 7rm did not aect his ownership of the controlling interest. d. No& because the assignment by Eanalo of his share in the 7rm diminished his interest in the partnership. #%. * partner is a co-owner with his partners of speci7c partnership property. 6uch co-ownership a. allows a partner to assign his right in such a property. b. allows a partner to use such property for partnership purposes. c. entitles the spouse& children and other relaties of the partner to claim support from such property. property. d. gies the priate creditors of a partner to attach his right in such property. #0. 6BEE9 6BEE9 8aund 8aundry ry 6eri 6erices ces Compan Company y is a partn partners ership hip compos composed ed of *sh *shton ton&& Eichael& Calum& 8u/e and ames. ithout the /nowledge of other partners& *shton used a coat brought to the shop by a customer for dry-cleaning in a party he attended. "he coat was accidentally stained with food sauce during the said party. ho will be liable to the customer for damages! a. *shton only since he used the coat without the /nowledge of the other partners. b. 6BEE9 8aundry 6erices Company and *shton solidarily. c. 6BEE9 8aundry 6erices Company and all the partners @ointly. d. 6BEE9 8aundry 6erices Company and all the partners solidarily. #4. * limited partner is prohibited on account of his claim against the partnership from performing the following acts& except a. "o receie or hold as collateral security any partnership property. b. "o receie from a general partner or the partnership any payment& coneyance or release from liability& if partnership assets are not suDcient to discharge partnership liabilities to outside creditors. c. "ransact business with partnership. d. None of the foregoing. foregoing. #'. 8ouis& a limited partner in B*N,99 Company& 8td.& receied the amount of 51))&))).)) representing his contribution which was being returned on the date stipulated in the certi7cate. 5artnership 5artnership records& records& howeer& showed that the 7rm had liabi liabilit lities ies of 522)&) 522)&))). )).)) )) which which arose arose befor before e 8ouis 8ouis recei receied ed the retur return n of his his contribution& and assets of only 5()&))).)) after such return of contribution. a. 8ouis is bound to bring bac/ to the partnership the amount of 51))&))).)) plus interest thereon. b. 8ouis is bound to gie the partnership 522)&))).)) plus interest thereon.
c. 8ouis is bound to gie the partnership 51#)&))).)) plus interest. d. 8ouis is not bound to return to the partnership any amount because he receied the return of his contribution pursuant to a contractual stipulation.
#(. +arrand +arranda a wrote wrote 6ala 6alador dor a letter letter wher wherein ein he placed placed an order order for a lapto laptop p computer worth 5')&))).)). In writing the letter& +arranda used a stationary which had for its letterhead J+arranda and +ermude;& eal 9state *gents.K +ermude; is not really a partner of +arranda but they agreed to use the said letterhead to gie a sembla semblance nce of bignes bigness s by ma/ing ma/ing it appear appear that the the two two of them them are are partne partners rs.. 6alador deliered the laptop computer but +arranda defaulted in his payment of its price. *gainst whom may 6alador proceed! a. +arranda only since +ermude; is not his partner. b. +arr +arran anda da only only sinc since e the the pur purchas chase e of the the lapt laptop op comp comput uter er is his his pers person onal al transaction. c. +a +arr rran anda da an and d +e +errmu mude de; ; si sinc nce e th they ey ar are e pa part rtne ners rs in so fa farr as 6a 6al lad ador or is concerned. d. J+arranda and +ermude;& eal 9state +ro/ers&K inly since an actual partnership was created between +arranda and +ermude; and it has a personality separate and distinct from the two. $). 5**H **HON ON 9nterp 9nterpris rises& es& a partne partners rship hip engag engaged ed in garmen garments ts manufa manufactu cturin ring g business& is composed of partners 5acis& amas and Hon;ales. ,uring the year& 5**HON **HON bought a computeri;ed embroidering machine amounting to 5#))&))).)) from "adena with the following stipulation down payment of 5%)&)))A balance to be paid in amount eual to 2)R of the monthly net pro7ts of 5**HON until the full amount is paid. a. "adena is an actual partner of 5acis& amas and Hon;ales during the same time that he receies as share of pro7ts of 5**HON as payment for the purchase price of the machine. b. "adena is only a partner by estoppel of 5acis& amas and Hon;ales during the time that he receies a share of the pro7ts of 5**HON as payment of the purchase price of the machine c. "adena is not a partner of 5acis& amas and Hon;ales whether before or after he has receied the full payment of the purchase price of the machine from 5**HON. d. "adena is a nominal partner of 5acis& amas and Hon;ales during the time that he receies a share of the pro7ts of 5**HON as payment of the purchase price of the machine. $1. E*HIC Company is a partnership partnership composed of Eartha& *gnes& Hlenda& Irene and Candice& with Eartha as manager who is authori;ed to collect the credits of the partnership. "heresa owes Eartha 5$&))).)) which is due on ,ecember 1). 6he also owes E*HIC Company 50&))).)) which is due on ,ecember 2). On ,ecember 1%& "heresa tendered payment in the amount of 5$&))).)) to Eartha in payment if her debt to the latter. Eartha issued her own receipt ac/nowledging the payment. a. "he payment will be applied proportionately to the credits of E*HIC and Eartha in the amount of 51&0)).)) and 52&$)).)) respectiely. b. "he payment will be applied in its entirety to Eartha:s credit. c. "he payment will be applied in its entirety to E*HIC:s credit.
d. "he payment will be applied eually to the two debts of "heresa. $2. Ornu $2. Ornuss ssa& a& the the owne ownerr of a aca acant nt lot& lot& leas leased ed the the same same to Mlor Mlorid ida a unde underr an agreement that the rental shall be paid by Mlorida at the rate of 1)R of the annual net income of the ower business that she would put up on the lot. * priate agreem agreement ent was sig signed ned by the partie parties. s. In the 7rst 7rst year year of opera operatio tions& ns& Ornu Ornuss ssa a receied from Mlorida the amount of 52)&))).)) representing 1)R of the net income of the ower shop business. a. Ornussa is a partner of Mlorida by her mere receipt of the share in the net pro7ts of the ower business of Mlorida. b. "he relationship of Ornussa and Mlorida is only that of a lessor and a lessee. c. Ornussa and Mlorida hae a dual contract partnership and lease. d. Ornussa and Mlorida are not partnersA neither are they lessor and lessee because their agreement was not in a public instrument. $#. hich of the following statements concerning the name of a partnership is false! a. "he partnership name may include the name of only one of the partners. b. "he partnership name may include the names of two or more& but not all of the partners. c. "he partnership name may include the name of all the partners. d. "he partnership cannot adopt a name which does not include the name at least one of the partners. $$. ,onna& 9mma& *lma and ona are partners in ,9* Company with ,onna as manager. "ricia owes ,9* Company 5%&%)).)) and ,onna& in ,onna:s personal capacity& 5$&%)).)). "ricia:s debt to ,onna is secured by a pledge of her diamond ring. +oth debts are already due. "ricia pays 5$&%)).)) to ,onna and tells her that the same is in payment of her debt to ,onna. ,onna& thus& issues her personal receipt. a. "he payment of 5$&%)).)) will be applied proportionately to the two credits to the partne partners rship hip credi creditt at 52& 52&$4% $4%.)) .))AA to ,onna: ,onna:s s cred credit it at 52& 52&)2% )2%.)) .)).. "his "his is so because ,onna should not place her interest before that of ,9* Company. b. "he payment of 5$&%)).)) will be applied entirely to ,onna:s credit. c. "he payment payment will will be applie applied d in parti partial al paymen paymentt of the partne partners rship hip credi creditt of 5%&%)).))A hence& there will be a balance of 51&))).)) d. "ricia& ,onna and ,9* Company will hae to agree as to which the credit the payment shall apply. $%. Mederi ederico& co& *lb *lbert erto& o& 6ofro 6ofronio nio and "eodor eodoro o are are partne partners rs in M*6" Eotor Eotorcar cars s Compan Company& y& a dealer dealer of car car spar spare e parts parts.. Mederic ederico& o& *lb *lbert erto o and 6ofro 6ofronio nio ines inested ted 5%))&))).))& 52))&))).)) and 5#))&))).))& respectiely. "eodoro is an industrial partner who manages the partnership. "he partners hae stipulated that Mederico shall be exempt from liability to third persons. *t the end of three years& the assets of the partnership hae dwindled to 522)&))).)) while its liability to third persons hae a balance of 5#$)&))).)). Gow much ultimately will be the share of each partner after payment to third persons and the settlement among partners! a. 5#)&))).)) for each partner. b. Mederico& ederico& 50)&))).)) 50)&))).))AA *lberto& *lberto& 52$&))).) 52$&))).))A )A 6ofronio 6ofronio 542&))).) 542&))).))A )A and "eodoro& eodoro& none. c. Mederico& noneA *lberto& 5$'&))).))A 6ofronio 542&))).))A and "eodoro& none.
d. . Mederico& noneA *lberto& 6ofronio and "eodoro 5$)&))).)) each. $0. "he following partnership contracts were presented to you for ealuation I. * partne partners rship hip engaged engaged in the the sale sale of oDce oDce suppli supplies es with with a capita capitall of 51))&))) 51))&))).)) .)) bro/e bro/en n down into cash& cash& 5#)&) 5#)&))).)) )).))AA oDce oDce supplies supplies for sale& sale& 5%)&)) 5%)&))).) ).)) ) and oDce oDce euipm euipment ent&& 52)&)) 52)&))).) ).)). ). "he agreeme agreement nt is in a priat priate e instrument. II. "he partnership engaged in the lease of oDce spaces with a capital of 54))&))) 54))&))).)) .)) bro/e bro/en n down into land& land& 51))& 51))&))). ))).))A ))A building building&& 5%))&))). 5%))&))).))A ))A cash& cash& 5')&))).) 5')&))).))A )A and oDce euipmen euipment& t& 52)&))).) 52)&))).)). ). "he agreement agreement is in a public public instrume instrument nt attached attached to which which is the inentory inentory of the land and the building building signed signed by the partners. partners. "he instrume instrument nt is not record recorded ed with the 6ecurities 6ecurities and 9xchange Commission. III. III. * part partne ners rshi hip p enga engage ged d in the the trad tradin ing g of comp comput uter ers s whos whose e name name is J8amont 9nterprises& 9nterprises& 8td.K It has a total capital of 5%))&))).)) bro/en bro/en down into 51))&))). 51))&))).)) )) cash and computers computers worth worth 5$))&))). 5$))&))).))& ))& contribut contributed ed by both general and limited partners. "he agreement was subscribed and sworn to by all the partners partners before before a notar notary y publ public ic but not reco record rded ed with with the the 6ecur 6ecuriti ities es and 9xchange Commission. +ased on the foregoing a. 9ach partnership has a separate @uridical personality. b. I and II hae separate @uridical personality. c. II and III hae separate @uridical personality. d. None of the partnerships has a separate @uridical personality. $4. +elinda& *ra& ica and Plaudia are partners in +*P 9nterprises& a pet shop& with +elinda contributing 5%)&))).))A *ra& 52)&))).))A and ica& 5#)&))).)). Plaudia is an indu indust stri rial al part partne nerr and and mana manage ges s the the part partne ners rshi hip. p. +ase +ased d on the the for foregoi egoing ng information& information& which of the following statements is false! a. +elinda may engage in the buying and selling of rice without the consent of other partners. b. Plaudia may engage in the buying and selling of rice without the consent of other partners. c. Plaudia is not liable for the losses of the partnership. d. Plaudi Plaudia a may be held held liable liable by thir third d person persons s for partne partners rship hip debts with with her separate property. property. $'. osephine& 9llen& ilma& 9dith and 8ydia are partners in 998 Company& 8td. osephine& 9llen and ilma are general partners& 9dith is a general-limited partner& while 8ydia is a limited partner. +ased on the foregoing information& which of the following statements is false! a. osephine& 9llen and ilma may be held liable with their separate property after the exhaustion of partnership assets. b. 9dith may participate in the management of the partnership. c. 9dith may not be held liable with her separate property for partnership debts after the exhaustion of partnership assets. d. 8ydia may not be held liable with her separate property for partnership debts after the exhaustion of partnership assets.
$(. hich of the following will not cause the automatic dissolution of a general partnership! a. ,eath of a partner. b. Insolency of a partner. c. hen the partnership partnership business becomes unlawful. d. Insanity of a partner. %). "he partnership is not bound in three of the following acts of a partner after dissolution. Goweer& it is bound in one. hich is it! a. here the partner acting is insolent. b. hen it is unlawful to carry on its business. c. hen the partner has no authority to wind up partnership aairs and the third pers pe rson on is a pr pre eio ious us cr cred edit itor or wh who o ha had d no /n /now owle ledg dge e of th the e pa part rtne ner: r:s s la lac/ c/ of authority. d. hen a partner has no authority to wind up partnership aairs and the third person is a new creditor who has not read the publication of the lac/ of authority of the partner in a newspaper of general circulation in the place or places where the partnership is carried on.
CORPORATION - SORIANO
1. hich of the following following corporation is reuired reuired by the Corporation Code to hae its number of directors directors in multiples of %& i.e. %& 1)& 1%! a. * stoc/ stoc/ educatio educational nal corpo corporat ration ion.. b. * non-stoc non-stoc/ / educati educational onal corpo corporatio ration. n. c. * corp corpor orat atio ion n sole sole.. d. * religi religious ous society society..
2. *& +& C& , and 9 are all Certi Certi7ed 7ed 5ublic 5ublic *ccount *ccountants. ants. "hey "hey want to practice their profession under one company. company. hat /ind of business organi;ation may they establish for such purpose! a. 5artnership only. b. Corporation only. c. 9ither 9ither a partnersh partnership ip or a corporat corporation ion under under their their option. option. d. Neither Neither a partnership partnership nor a corporatio corporation. n.
#. *& +& C& , and 9 are all licens licensed ed mechanical mechanical engine engineers. ers. "hey "hey want to put up a business for the purpose of importing industrial machineries. hat /ind of business organi;ation may they put up for such purpose! a. 5artner artnershi ship p only. only. b. Cor Corpor poratio ation n only only. c. 9ither 9ither a partnersh partnership ip or a corporat corporation ion under under their their option. option. d. Neither Neither a partnershi partnership p nor a corporatio corporation. n.
$. * is a Certi7ed Certi7ed 5ublic 5ublic *ccounta *ccountant& nt& + is a lawyerA lawyerA while while C is a mechanical engineer. engineer. "hey want to put up a business for the purpose of exporting dried 7sh. hat /ind of business organi;ation may the three of them establish for such purpose! a. 5art artner nershi ship p only. only. b. Corpor Corporatio ation n only only. c. 9ither 9ither a partnersh partnership ip or or a corporatio corporation. n. d. Neither Neither a partnershi partnership p nor a corporation corporation because because they they belong belong to dierent professions.
%. In which of the following following instance instances s is a foreign corporat corporation ion not engaged engaged in business in the 5hilippines! a. Opening Opening a liaiso liaison n oDce oDce in the the 5hilipp 5hilippines. ines. b. 5articipati articipating ng in the management management of a domestic domestic business business in the 5hilippines. c. Gai Gaing ng a nominee direc director tor to represent represent its its interests interests in a domestic domestic corporation. d. *ppointing *ppointing a distributo distributorr who is domiciled domiciled in the 5hilippin 5hilippines. es.
0. "hese statement statements s are presente presented d to you you I. "he membe members rs of of board board of dir direct ector ors s of a corpor corporati ation on may may pro proi ide de for themseles compensation other than per diems. II. * di dire recto ctorr who who rece receie ies s compe compensat nsation ion as as su such ch may may also also be gie gien n separate compensation if the seres the corporation in another capacity li/e the president who is reuired to be a director. In your ealuation of the foregoing statements a. b. c. d.
+oth +oth +oth +oth Only Only Only Onl y
statem statement ents s are are true. true. statem statement ents s are are false. false. 6tate 6tateme ment nt I is true true.. 6tatement 6tatem ent II is is true. true.
4. "hese statement statements s are presente presented d to you you I. "he 9xisti 9xisting ng of inte interl rloc/ oc/ing ing inco incorpo rporat rators ors&& dire directo ctors rs and and oDcer oDcers s is suDcient to @ustify piercing of the eil of corporate 7ction. II. 6ubsta 6ubstanti ntial al ident identif ify y of inco incorpo rporat rators ors of of direct directors ors of corpo corporat ration ions s necessarily implies fraud. In your ealuation of the foregoing statements a. b. c. d.
+oth +oth +oth +ot h Only Only Only Only
statem statement ents s are are true. true. statement statem ents s are are false. false. 6tate 6tateme ment nt I is true true.. 6tatem 6tatement ent II is is true. true.
'. "hese statement statements s are presente presented d to you you I. "he sale& sale& leas lease& e& exc exchan hange& ge& mortga mortgage& ge& pledge pledge or or other other dis dispos positi ition on of all or substantially all of corporate property reuires reuires the ote of a ma@ority of the board of directors or trustees& and 2L# of the outstanding capital stoc/ or 2L# of the members. II. "he board board of dir direct ectors ors or trus trustee tees s may may aband abandon on the the sale sale or othe otherr disposition of all or substantially subs tantially all of the corporate property without further approal from the stoc/holders r members. In your ealuation of the foregoing statements a. +ot +oth h statem statement ents s are are true. true. b. +oth +oth statem statement ents s are are false. false. c. Only Only 6tate 6tateme ment nt I is true true.. d. Only Only 6tatem 6tatement ent II is is true. true. (. ho may ote ote the shares shares without the need need of any written written proxy! proxy! a. "he pled pledgee gee of of shares shares of stoc stoc/. /. b. "he mortgagee mortgagee of share shares s of stoc/. stoc/.
c. "he exe executor cutor of an estate estate which which owns the the shares shares of stoc/. stoc/. d. "he sta/eholde sta/eholderr who transferr transferred ed his shares shares in a oting trust agreement.
1).. 1) 6 and and *+ *+C C Cor Corpo pora rati tion on ente enterred into into a J,e J,eed ed of 6ale 6ale of 6har 6hares es of 6toc/K for the acuisition by 6 of 1&))) of the unissued shares of the latter at 51)).)) par alue per share. 6 was to gie a down payment of %)R with the balance to be paid after #) days. hat /ind of contract was entered into between 6 and *+C Corporation! a. Cont Contra ract ct of sale sale b. Contra Contract ct of purcha purchase se c. Con Contra tract ct of sub subscr script iption ion d. 6ome 6ome othe otherr cont contrac ract. t.
11.. 11 6& a sto stoc/ c/ho hold lder er of *+ *+C C Cor Corpo pora rati tion on&& is isit ited ed the the cor corpo pora rate te oDce oDce and demanded the inspection of the boo/s of accounts of the company. company. ,& the director who was in charge of such boo/s& refused to allow 6 to inspect them on the ground that six months earlier& 6 used some 7nancial data that he obtained from <>? Corporation to the detriment of the latter. as the refusal of , @usti7ed! a. No& because because the data data that 6 improperl improperly y used were were ta/en ta/en from another corporation. b. >es& because such improper improper use of data& although although pertaining to another corporation& is a legal ground to deny a stoc/holder the exercise ex ercise of his right to inspect the corporate boo/s. c. No& because because such refusal refusal is is a iolation iolation of a stoc/holder:s stoc/holder:s right right to inspect corporate boo/s. d. No& because because such ground ground can be used used only against against 6 if he were were to inspect the boo/s of <>? Corporation.
12.
"hese euations are presented to you *S+T* *S+T<
I. II.
hat do the aboe euations represent! represent! a. b. c. d.
I& merg merger er&& II& consol consolida idatio tion. n. I& consoli consolidation dation&& II& merger merger.. +oth euations euations repr represent esent merger merger.. +oth euati euations ons repr represent esent consolidati consolidation. on.
1#.. 1# * sto stoc/ c/ho hold lder er is enti entitl tled ed to the the paym paymen entt of the the fai fairr alu alue e of his his shares when he dissents from certain corporate acts. 6uch fair alue shall be the fair alue of the shares as of the day a. on which which the the ote ote was was ta/en& ta/en& excluding any appreciation or depreciation depreciation in anticipation of such corporate action. b. prio priorr to the date date on which which the ote ote was ta/e ta/en& n& excluding any appreciation appreciatio n or depreci depreciation ation in anticipation of such corporate action. c. on whic which h the ote ote was was ta/en& ta/en& including any appreciation or depreciation depreciation in anticipation of such corporate action. d. prior prior to the date date on which which the ote ote was ta/e ta/en& n& including any appreciation appreciation or depreciation depreciation in anticipation of such corporate action.
1$. Hre Hreen 8i 8ieli elihood hood 5ro@ec o@ectts& Inc. nc. is is a no non-st n-stoc oc/ / non non-p -prro7t o7t corporation whose article of corporation proide for ( trustees with staggered terms. "he trustees 7rst elected and their respectie of oDce are *fable& +ernabe +ernabe and Calimag& # yearsA ,ayag& 9stacio and Mormelo;a& 2 yearsA and Hesmundo& Gilacan and Ibero& 1 year. *fter one year& almasco& Pintanar and 8ope; were elected elected to replace Hesmundo& Gilacan and Ibero whose terms expired. hat is the term of oDce of almasco& Pintanar and 8ope;! a. One year b. "wo year years s c. "h "hrree ye year ars s d. Mour our year years s
1%.. 1% efer efer to the the pr preced ecedin ing g num numbe berr. *ss *ssum ume e that that *fabl fable e res resig igne ned d after one year and three months in oDce and Eodena was elected to replace him. hat is the term of oDce of Eodena! a. One year b. One yea yearr and and nine nine mont months hs c. One year year and and thre three e mont months hs d. "hr "hree yea years rs..
10. "hes "hese e st state atement ents con conce cerrning ning the num number ber of of tr trus usttees of of a non non-stoc/ corporation at the time of its incorporation are presented to you I. "he "he num numbe berr of of tru trust stee ees s may may be mor more tha than n1 1%. %. II. II. "he "he num numbe berr of of ttru rust stee ees s may may be less less than than %. In your ealuation of the foregoing statements
a. b. c. d.
14. I.
II.
+oth +oth I and II are are corr correct ect.. +oth +oth I and II are are inco incorr rrect ect.. I is corr correct ect.. II is inco incorr rrect ect.. I is incorre incorrect. ct. II is corr correct. ect.
"hese statements ar are presented to you Bnder Bnder the Corpor Corporati ation on Code& Code& a clos close e corp corpora oratio tion n iis s one one whose whose members belong to the same family. In other words& it is a family corporation. +an/s& +an/s& insura insurance nce compani companies es and and educ educati ationa onall inst institu itutio tions& ns& among among other corporations& cannot be incorporated as a close corporation.
In your ealuation of the foregoing statements a. b. c. d.
1'. I. II.
+oth +oth +oth +oth Only Only Only Onl y
statem statement ents s are are true. true. statem statement ents s are are true. true. 6tate 6tateme ment nt I is true true.. 6tatement 6tatem ent II is is true. true.
"hese statements ar are presented to you "he busine business ss may be manage managed db by y the the stoc/h stoc/hold olders ers rather rather than than by a board of directors. If the stoc/h stoc/hold olders ers manage manage the corpor corporati ation& on& no meet meeting ing is reuired to elect directors.
In your ealuation of the foregoing statements a. b. c. d.
+oth +oth +oth +oth Only Only Only Only
statem sta tement ents s are are true. true. statem statement ents s are are true. true. 6tate 6tateme ment nt I is true true.. 6tatem 6tatement ent II is is true. true.
1(.. 1( hic hich h of of tthe he foll follow owin ing g sta state teme ment nts sc con once cerrning ning a clo close se corp corpor orat atio ion n is false! a. "he stoc/holde stoc/holders rs may agree agree among among themsele themseles s to the eect eect that they are partner among themseles. b. *ny action action of the board board of director directors s without without a meeting meeting shall be alid if all the stoc/holders hae eual of implied /nowledge of the action and they ma/e no prompt ob@ection thereto in writing.
c. In case of of deadloc/ deadloc/ in managem management& ent& the the 69C may ord order er the corporation to acuire its own shares of stoc/ proided it has unrestricted retained earnings. d. * close corporat corporation ion shall not list list in any stoc/ exchange exchange or ma/e ma/e any public oering of any of its stoc/ of any class.
2).. 2) Imme Immedi diat atel ely y af after ter the their ir elec electi tion on&& the the dir directo ectors rs must must for formall mally y organi;e by the election of the following oDcers& except a. 5resid esiden entt b. =ic ice e 5res 5resid iden entt c. "reasu easurrer d. Corpor Corporate ate 6ecre 6ecretar tary y
21. a. b. c. d.
22.. 22
"he "he 5r 5reside sident nt of a corpo orporratio ation n may may at tthe he sam same tim time e be be the the "reasu easurrer Corpor Corporate ate 6ecre 6ecretar tary y Chairman Chair man of the +oar +oard d of ,ir ,irecto ectors rs None of the fore foregoing& going& because because the the presiden presidentt cannot occupy occupy another position in the corporation during his term.
"he "he foll follow owin ing g posi positi tion ons s in a cor corpo pora rati tion on are are pres presen ente ted d to you you 5resident "reasurer Corpora orate 6ecretary ary Chairman of of th the +o +oard
I. II. III. I=.
ho of the foregoing must be a director of the corporation at the same time! a. b. c. d.
2#.
I and II III and and I= I and III I and I=
ho ma may or or may may not be be a director of a corpor porati ation! a. "reasu easurrer b. Corpor Corporate ate 6ecre 6ecretar tary y c. +o +oth th a a33 and and b b33 d. Neithe Neitherr a3 a3 nor b3. b3. 2$.. 2$ "he "he cert certi7 i7ca cate te of inco incorp rpor orat atio ion n of 5aram aramet etrro Cor Corpo pora rati tion on was was issued by the 6ecurities and 9xchange Commission despite the fact
that only # out of its 4 incorporators were residents residents of the 5hilippines. 6uch inadertent issuance of the certi7cate of incorporation a. means means 5aramet 5arametro ro Corporati Corporation on is unincorpor unincorporated. ated. b. mean means s 5arame 5arametr tro o Corporati Corporation on a de facto incorporation. facto incorporation. c. does not aect aect the acuisi acuisition tion by 5arame 5arametro tro Corpora Corporation tion of the status of a de jure corporation because non-compliance of the residence residence reuirement reuirement is a minor defect that does not aect corporate existence. existence. d. results in the automatic dissolution dissolution of the 5arametro 5arametro Corporation upon discoery by 69C of the corporations failure:to comply with the residence reuirement reuirement for incorporators.
2%. hi hich of the the fol follow lowing doc documen uments ts may be su subm bmiitted tted befo beforre or or after incorporation! a. =eri7cation eri7cation Certi7 Certi7cate cate as to the name of the corporat corporation. ion. b. +y-la law ws. c. Certi7ca Certi7cate te of ban/ ban/ deposit deposit as to the paid-up paid-up capital. capital. d. *rtic *rticle les s of incorpo incorporat ration ion..
20. *n inc incorpo orporrator ator of a sto stoc/ corp corpor orat atio ion n at at the the tim time of incorporation must be a. the owner owner of at least least one one share share of stoc/ stoc/ of the corporat corporation. ion. b. a member member of 7rst 7rst board board of direc directors tors c. a duly duly elected elected oDcer oDcer of the corporatio corporation. n. d. all of the forego foregoing ing..
24.. 24 must a. b. c. d.
* sub subsc scri ribe berr of of tthe he capi capita tall stoc stoc/ / cor corpo pora rati tion on stil stilll to to be be for forme med d be an inco incorp rpor orat ator or a signatory signatory to the articles articles of incorp incorporati oration. on. a member member of the incomi incoming ng board board of director directors. s. none non e of the for forego egoing ing..
2'.. 2' "he "he arti articl cle e of inco incorp rpor orat atio ion n of of an an 9ast 9aste ex Comp Comput uter er Corp Corpor orat atio ion n proide for 1% directors. hich of the following is inalid concerning its by-laws! a. "hat the the uorum uorum in the meeti meetings ngs of director directors s be at least least ' directors b. "hat the uorum uorum in the the meetings meetings of director directors s be at least 1) directors.
c. "hat the the uorum uorum in the meeti meetings ngs of director directors s be at least least 4 directors. d. "he by-law by-laws s do not mention mention anything anything about the the uorum uorum in the meetings of directors.
2(. hat hat may be the compo omposi sittion ion of of the the execut cutie ie com comm mittee ttee of a corporation! a. ,ir irec ecto torrs b. 6toc/holde 6toc/holders rs who are are neither neither oDcers oDcers nor direc directors. tors. c. ODcers ODcers who are are neither neither stoc/hol stoc/holders ders nor nor director directors s d. * combin combination ation of a3& a3& b3 b3 and and c3. c3.
#). a. b. c. d.
"he executie committee must hae at least ast "hree "hree members members who must must act with with a unanimous unanimous ote of all all its members. "hree "hr ee members members who must must act by a ma@ority ma@ority ote ote of all the the members. Mie member members s who must act with with a unanimous unanimous ote ote of all its members. Mie member members s who must act by by a ma@ority ma@ority ote ote of all its members.
#1. hi hich of tthe he fol follow lowing cau causes ses of of ac acan anc cy in in the the boar board d of of directors may be 7lled by the remaining directors if they still constitute a uorum! a. Increase Increase the number number of director directors. s. b. emoal emoal of of direct directors ors.. c. 9xpiratio 9xpiration n of the term term of a director director.. d. ,isu ,isuali7c ali7cation ation of a dire director ctor..
#2. term a. b. c. d.
ho ho may may be remo emoed ed as a di directo ectorr wi witho thout cause ause dur during thei theirr of serice! * director director repr represent esenting ing the ma@ority ma@ority stoc/hol stoc/holders. ders. * director director repre representi senting ng the minority minority stoc/holder stoc/holders. s. 9ith 9ither er a3 a3 or or b3 b3 Neither Neither a3 nor nor b3 because because they can can only be replac replaced ed upon the expiration expiration of their term of oDce though the election of another in their place since the remoal is without cause.
##. a. b. c. d.
hi hich shar hares may be issue ssued d with or witho ithout ut par par alue alue! ! Comm Co mmon on sh shar ares es 5refe 5referrred red shar shares es +oth common common and and prefer preferred red shares. shares. Neither Neither common common nor nor prefer preferre red d shares. shares.
#$.. #$ "he "he rule rule that that prot protec ects ts dir directo ectors rs who who act act with with due due car care and and in good faith& as long as their decisions are lawful and in the beast interests of the corporation. a. Mair airness ness rul rule e b. +us +usine iness ss @udg @udgmen mentt rule rule c. Holde olden n rul rule e d. *n *nti ti-t -tru rust st rul rule e
#%. * sui suitt b bou oug ght by a sto stoc c/hol /hold der in tthe he nam name an an in in b beh ehal alff of of the the corporation to protect corporate rights or redress wrongs committed against the corporation& wheneer corporate oDcers refuse to bring such actions or such oDcers are the ones to be sued or held liable. a. Indi Indii idu dual al su suit it b. Class ass sui suitt c. eprese epresent ntati atie e suit suit d. ,e ,eri ria ati tie e sui suitt
#0.. #0 a
* stoc stoc/ / cor corpo pora rati tion on&& in in gene genera ral& l& is tax taxed ed in the the same same mann manner er as a. b. c. d.
general general professio professional nal partnershi partnership. p. non-genera non-ge nerall profess professional ional partn partnershi ership. p. sole-p sole-pro ropri prieto etorsh rship. ip. coop cooper erat ati ie. e.
#4. 6am 6amoran orano o is is the the owne wner of of %) %)) sha sharres of of sto stoc c/ of of Ce Cente nter 6al 6ale es Corporation whose articles of incorporation proide for % directors. In the annual election of directors& the following ran for the position of director *banes& +aricuatro& Castillo& ,oromal& 9lmora& and Milamor. 6amorano as/s you which of the following is the incorrect incorrect way of casting his otes. a. %)) ote otes s each each for each candid candidates. ates. b. %)) otes otes each for *banes& *banes& +aricuatr +aricuatro& o& Castillo& Castillo& ,oromal ,oromal and 9lmora. c. 2&%)) 2&%)) otes otes for *b *bane anes. s.
d. 1&))) 1&))) otes for *banes& *banes& 1&))) 1&))) otes otes for +*ricuatr +*ricuatro& o& and %)) otes for Castillo.
#'.. #' a. b. c. d.
hic hich h of of the the foll follow owin ing g is not not a char charac acte teri rist stic ic of a corp corpor orat atio ion! n! 5erpe erpetu tual al life life "ransferabil ransferability ity of ownership ownership interests interests Bnlimite Bnli mited d liability liability on the part of the stoc/hol stoc/holders ders *bility *bility to to attract attract large large amount amount of capital capital..
#(.. #( hic hich h of of the the foll follow owin ing gp prrois oisio ions ns in the the art artic icle les s of of inc incor orpo pora rati tion on cannot be amended! a. Name Name of of Corpor Corporat atio ion n b. Numbe Numberr and and name name of incorpo incorporator rators s c. "erm erm of exist existenc ence e d. 5rima rimary ry pur purpo pose se
$). a. b. c. d.
$1.. $1 are a. b. c. d.
$2.. $2 are a. b. c. d.
No-5 No-5ar ar sh shar ares es may not not be be iss issue ued d for for a lo lower wer pri price ce lower ower than han stoc/ stoc/ exchan exchange ge uotat uotation ion price price issu is sued ed pr pric ice. e. mar/ ar/et pri price ce.. fair fair mar/e mar/ett alu alue. e.
6har 6hares es that that may may be issu issued ed at a pric price e high higher er than than 5% 5%.) .)) ) per per sh shar are e par par alu alue e shar shares es.. no-par no-par alue alue share shares. s. both bo th a3 a3 an and d b3 b3.. neithe neitherr a3 a3 nor b3. b3.
6har 6hares es that that may may be issu issued ed at a pric price e lowe lowerr than than 5% 5%.) .)) ) per per sh shar are e par alu par alue e shar shares es.. no-par no-par alue alue share shares. s. both both a3 a3 and and b3 b3.. neithe neitherr a3 a3 nor b3. b3.
$#.. $# Othe Otherr than than from from retai etaine ned d ear earning nings& s& dii diide dend nds s may may be decl declar ared ed out of
a. b. c. d.
paid-in capital paid-in capital in exce excess ss of par par-a -alue. lue. paid-in paid-in capital capital in in excess excess of of issued issued price. price. both both a3 a3 and and b3 b3.. neithe neitherr a3 a3 nor b3. b3.
$$.. $$ hic hich h of of tthe he foll follow owin ing g iis s an an iinc ncor orrrect ect com compo posi siti tion on of the the cap capit ital al stoc/ of a corporation! a. +oth par alue alue and no-par no-par alue alue share shares. s. b. +oth prefer preferred red and common common shares. shares. c. 9ither 9ither par par alue alue or no-par alue alue shares. shares. d. 9ith 9ither er common common or or prefer preferre red d shares. shares.
$%. I. II.
"hese statements ar are presented to you * dir direct ector or is is an agent agent of of the the corpo corporat ration ion by irtue irtue of his his b bein eing g elected as a director. * dire directo ctorr who who owns owns the contr controll olling ing inte intere rest st in a corpor corporati ation on has has only one ote in the meeting of board of directors.
In your ealuation of the following statements. a. b. c. d.
+oth +oth statem statement ents s are are true. true. +oth +oth statem statement ents s are are false. false. 6tatement 6tatement I is trueA 6tatement 6tatement II is false. false. 6tatement 6tate ment I is falseA falseA 6tateme 6tatement nt II is true true..
a. b. c. d.
"he following ote on a per head basis& sis& except director directors s of a stoc/ stoc/ corporation corporation.. stoc st oc/ho /hold lder ers. s. trust trustee ees s of non-stoc/ non-stoc/ corpo corporat ration ion.. members members of a non-stoc/ non-stoc/ corpor corporation ation3. 3.
$0.
$4. I.
II.
"hese statements ar are presented to you * per person son may become become a stoc/ stoc/hol holder der of a corpor corporati ation on thr throug ough h the the receipt receipt of a stoc/ diidend gien to him in payment of serices preiously rendered. * cont contrac ractt of subscr subscript iption ion has for its ob@ect ob@ect unissue unissued d or or issue issued d shares such as treasury shares.
In your ealuation of the following statements. a. +oth +oth statem statement ents s are are true. true. b. +ot +oth h stat statem ement ents s are are fal false. se.
c. Only Only 6tate 6tateme ment nt I is true true.. d. Only Only 6tatem 6tatement ent II is is true. true.
$'.. $' the a. b. c.
"he "he hig highe hest st bidd bidder er in a del delin inu uen ency cy sale sale is the the one one will willin ing g to to pay pay
highest highest amount amount for he highest highest number number of shares. shares. lowest lowest amount amount for the lowest lowest numbe numberr of shares. shares. full amount amount of the balance balance of the subscri subscription ption&& accrued accrued interest& interest& cost of adertisement and expenses of sale for the smallest number of shares. d. full amount amount of the balance of the subscri subscription ption&& accrued inter interest& est& cost of adertisement and expenses of sale for the highest number of shares.
$(.. $( Car Carmona mona is a cr credit editor or of 6olo 6olomo mon n who who is stoc stoc/h /hol olde derr of recor ecord d of of 1&))) shares of Eontero Corporation. 6olomon sells the shares to +acalso through a deed of absolute sale that has not yet been recorded in the boo/s of Eontero Corporation. "he transfer of the shares by 6olomon to +acalso is a. ali alid d betwee between n 6olomon 6olomon and +acalso +acalso.. b. alid alid as against against Eontero Eontero Corpor Corporation ation and Carm Carmona. ona. c. alid alid as to 6olomon& 6olomon& +acalso& +acalso& Eontero Eontero Corporati Corporation on and Carmona. Carmona. d. not alid alid as regards regards any any of those mention mentioned ed in c3 until until it has been recorded recorded in the boo/s of Eontero Corporation.
%).. %) Mor the the purp purpos ose e of dete deterrmini mining ng the the ali alidi dity ty of the the cont contra ract ct entered into between two corporations with interloc/ing directors whose interest in one corporation is nominal and substantial in the other& the presence of the interloc/ing director should not be necessary to constitute a uorum and his ote should not be necessary for the approal of the contract in the meeting of board of directors directors a. of the corporati corporation on where where his interest interest is substanti substantial. al. b. of the corporati corporation on where where his interest interest is merely merely nominal. nominal. c. of both both cor corpor porat atio ions ns.. d. of neither neither corporati corporation on for as long as there there is no fraud fraud and the contract is fair and reasonable under the circumstances because he has a personality separate and distinct from both corporations.
