syllabus - mercantile law

7/27/2019 Syllabus - Mercantile Law

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1. Requisites of Negotiability

2. Kinds of Negotiable Instruments


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2013 Bar Examination Coverage 2 Mercantile Law

2. Completion and Delivery

1. Insertion of Date

2. Completion of Blanks

3. Incomplete and Undelivered

Instruments

4. Complete but Undelivered Instruments

3. Signature

1. Signing in Trade Name

2. Signature of Agent

3. Indorsement by Minor or Corporation

4. Forgery

4. Consideration

5. Accommodation Party

6. Negotiation

1. Distinguished from Assignment

2. Modes of Negotiation

3. Kinds of Indorsements

7. Rights of the Holder

1. Holder in Due Course

2. Defenses Against theHolder

8. Liabilities of Parties

1. Maker

2. Drawer

3. Acceptor

4. Indorser

5. Warranties

9. Presentment for Payment

1. Necessity of Presentmentfor Payment

2. Parties to WhomPresentment for PaymentShould Be Made

3. Dispensation withPresentment for Payment

4. Dishonor by Non-Payment

10. Notice of Dishonor

1. Parties to Be Notified

2. Parties Who May GiveNotice and Dishonor


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3. Effect of Notice

4. Form of Notice

5. Waiver

6. Dispensation with Notice

7. Effect of Failure to Give Notice

11. Discharge of Negotiable Instrument

1. Discharge of Negotiable Instrument

2. Discharge of Parties Secondarily Liable

3. Right of Party Who Discharged Instrument

4. Renunciation by Holder

12. Material Alteration

1. Concept

2. Effect of Material Alteration

13. Acceptance

1. Definition

2. Manner

3.Time for Acceptance

4. Rules Governing Acceptance

14. Presentment for Acceptance

1.Time/Place/Manner of Presentment2. Effect of Failure to Make Presentment

3. Dishonor by Non-Acceptance

15. Promissory Notes

16. Checks

1. Definition

2. Kinds

3. Presentment for Payment

1.Time

2. Effect of Delay

IV. Insurance Code

1. Concept of Insurance


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2. Elements of an Insurance Contract


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3. Characteristics/Nature of InsuranceContracts

4. Classes

1. Marine

2. Fire

3. Casualty

4. Suretyship

5. Life

6. Compulsory Motor Vehicle LiabilityInsurance

5. Insurable Interest

1. In Life/Health

2. In Property3. Double Insurance and Over Insurance

4. Multiple or Several Interests on SameProperty

6. Perfection of the Contract of Insurance

1. Offer and Acceptance/Consensual

1. Delay in Acceptance

2. Delivery of Policy

2. Premium Payment

3. Non-Default Options inLife Insurance

4. Reinstatement of aLapsed Policy of LifeInsurance

5. Refund of Premiums

7. Rescission of InsuranceContracts

1. Concealment

2. Misrepresentation/Omissions

3. Breach of Warranties

8. Claims Settlement andSubrogation

1. Notice and Proof of Loss

2. Guidelines on ClaimsSettlement

1. Unfair ClaimsSettlement;Sanctions

2. Prescription of Action

3. Subrogation


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22.Transportation Laws

1. Common Carriers

1. Diligence Required of Common Carriers

2. Liabilities of Common Carriers

2. Vigilance over Goods

1. Exempting Causes

1. Requirement of Absence of Negligence

2. Absence of Delay

3. Due Diligence to Prevent or Lessen the Loss

2. Contributory Negligence

3. Duration of Liability

1. Delivery of Goods to Common Carrier

2. Actual or Constructive Delivery

3.Temporary Unloading or Storage

4. Stipulation for Limitation of Liability

1. Void Stipulations

2. Limitation of Liability to Fixed Amount

3. Limitation of Liability in Absence of Declaration of GreaterValue

5. Liability for Baggage of Passengers

1. Checked-In Baggage

2. Baggage in Possession of Passengers

3. Safety of Passengers

1. Void Stipulations

2. Duration of Liability

1. Waiting for Carrier or Boarding of Carrier

2. Arrival at Destination

3.Liability for Acts of Others1. Employees

2. Other Passengers and Strangers

4. Extent of Liability for

Damages D. Bill of Lading

1.Three-Fold Character


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2. Delivery of Goods

2013 Bar Examination Coverage 6

1. Period of Delivery

2. Delivery Without Surrender of Bill of Lading

3. Refusal of Consignee to Take Delivery

3. Period for Filing Claims

4. Period for Filing Actions

5. Maritime Commerce

1. Charter Parties

1. Bareboat/Demise Charter

2.Time Charter

3. Voyage/Trip Charter

2. Liability of Ship Owners and Shipping Agents

1. Liability for Acts of Captain

2. Exceptions to Limited Liability

3. Accidents and Damages in Maritime Commerce

1. General Average

2. Collisions

4. Carriage of Goods by Sea Act

1. Application

2. Notice of Loss or Damage

3. Period of Prescription

4. Limitation of Liability

6.The Warsaw Convention

1. Applicability

2. Limitation of Liability

1. Liability to Passengers

2. Liability for Checked Baggage

3.Liability for Hand-Carried Baggage

3. Willful Misconduct

VI. The Corporation Code

1. Corporation

1. Definition


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2. Attributes of the CorporationMercantile Law


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2. Classes of Corporations

3. Nationality of Corporations

1. Place of Incorporation Test

2. Control Test

2. Grandfather Rule

4. Corporate Juridical Personality

1. Doctrine of Separate JuridicalPersonality

1. Liability for Torts and Crimes

2. Recovery of Moral Damages

2. Doctrine of Piercing the Corporate Veil

1. Grounds for Application of Doctrine

2.Test in Determining Applicability

5. Incorporation and Organization

1. Promoter

1. Liability of Promoter

2. Liability of Corporation forPromoters Contracts

2. Number and Qualifications of Incorporators

3. Corporate NameLimitations on Use ofCorporate Name

4. Corporate Term

5. Minimum Capital Stockand SubscriptionRequirements

6. Articles of Incorporation

1.Nature and Function ofArticles

2. Contents

3. Amendment

4. Non-Amenable Items

7. Registration and Issuanceof Certificate of Incorporation

8. Adoption of By-Laws

1. Nature and Functionsof By-Laws

2. Requisites of Valid By-Laws

3. Binding Effects

4. Amendment orRevision

6. Corporate Powers

1. General Powers, Theory of

General Capacity


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2. Specific Powers, Theory of SpecificCapacity

1. Power to Extend or ShortenCorporate Term

2. Power to Increase or DecreaseCapital Stock or Incur, Create,Increase Bonded Indebtedness

3. Power to Deny Pre-EmptiveRights

4. Power to Sell or Dispose ofCorporate Assets

5. Power to Acquire Own Shares

6.Power to Invest Corporate Fundsin Another Corporation or

Business7. Power to Declare Dividends

8. Power to Enter IntoManagement Contract

9. Ultra Vires Acts

1. Applicability of Ultra ViresDoctrine

2. Consequences ofUltra ViresActs

3. How Exercised

1. By the Shareholders

2. By the Board of Directors

3. By the Officers

4.Trust Fund Doctrine

G. Board of Directors and Trustees

1. Doctrine of CentralizedManagement

2. Business Judgment Rule

3.Tenure, Qualifications andDisqualifications of Directors or

Trustees

4. Elections

1. Cumulative Voting/StraightVoting

2. Quorum

5. Removal

6. Filling of Vacancies

7. Compensation

8. Fiduciaries Duties and LiabilityRules

9. Responsibility for Crimes

10. Inside Information

12. Contracts

1. By Self-Dealing Directors

with the Corporation2. Between Corporations with

Interlocking Directors


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3. Management Contracts

16. Executive Committee

17. Meetings

1. Regular or Special

1. When and Where

2. Notice

2. Who Presides

3. Quorum

4. Rule on Abstention H.

Stockholders and Members

1. Rights of a Stockholder and Members

1. Doctrine of Equality of Shares

2. Participation in Management

1. Proxy

2. Voting Trust

3. Cases When Stockholders Action isRequired

1. By a MajorityVote

2. By a Two-ThirdsVote

3. By CumulativeVoting

3. Proprietary Rights

1. Right to Dividends

2. Right of Appraisal

3. Right to Inspect

4. Pre-Emptive Right

5. Right to Vote

6.Right to Dividends

7. Right of First Refusal

4. Remedial Rights

1. Individual Suit

2. Representative Suit

3. Derivative Suit

5. Obligation of aStockholder


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2013 Bar Examination Coverage 10

6. Meetings

1. Regular or Special

1. When and Where

2. Notice

2. Who Calls the Meetings

3. Quorum

4. Minutes of the Meetings I. Capital

Structure

1. Subscription Agreements

2. Consideration for Stocks

3. Shares of Stock

1. Nature of Stock

2. Subscription Agreements

3. Consideration for Shares of Stock

4. Watered Stock

1. Definition

2. Liability of Directors for Watered Stocks

3. Trust Fund Doctrine for Liability for Watered Stocks

5. Situs of the Shares of Stock

6.Classes of Shares of Stock

4. Payment of Balance of Subscription

1. Call by Board of Directors

2. Notice Requirement

3. Sale of Delinquent Shares

1. Effect of Delinquency

2. Call by Resolution of the Board of Directors

3. Notice of Sale

4. Auction Sale and the Highest Bidder

5. Certificate of Stock

1. Nature of the Certificate

2. Uncertificated Shares

3. Negotiability

1. Requirements for Valid Transfer of Stocks


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Mercantile Law


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4. Issuance

1. Full Payment

2. Payment Pro-Rata

5. Lost or Destroyed Certificates

6. Stock and Transfer Book

1. Contents

2. Who May Make Valid Entries

7. Disposition and Encumbrance of Shares

1. Allowable Restrictions on the Sale ofShares

2. Sale of Partially Paid Shares

3. Sale of a Portion of Shares Not Fully

Paid4. Sale of All of Shares Not Fully Paid

5. Sale of Fully Paid Shares

6.Requisites of a Valid Transfer

7. Invol

untary

Dealings with

Shares J.

Dissolutionand

Liquidation

1. Modes of Dissolution

1. Voluntary

1. Where No CreditorsAre Affected

2. Where Creditors AreAffected

3. By Shortening of Corporate Term

2. Involuntary

1. By Expiration of Corporate Term

2. Failure to Organize andCommence BusinessWithin 2 Years fromIncorporation

3. Legislative Dissolution

4. Dissolution by the SEC onGrounds under ExistingLaws

2. Methods of Liquidation

1. By the Corporation Itself

2. Conveyance to a Trusteewithin a 3-Year Period

3. By Management Committee

or Rehabilitation Receiver4. Liquidation after Three Years


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11. Other Corporations

1. Close Corporations

1. Characteristics of a CloseCorporation

2. Validity of Restrictions onTransfer of Shares

3. Issuance or Transfer of Stock inBreach of Qualifying Conditions

4. When Board Meeting isUnnecessary or ImproperlyHeld

5. Pre-Emptive Right

6.Amendment of Articles ofIncorporation

7. Deadlocks

2. Non-Stock Corporations

1. Definition

2. Purposes

3.Treatment of Profits

4. Distribution of Assets uponDissolution

3. Religious Corporations - Exclude

4. Foreign Corporations

1. Bases of Authority over ForeignCorporations

1. Consent

2. Doctrine of DoingBusiness (relate todefinition under theForeign InvestmentsAct, R.A. No. 7042)

2.Necessity of a License to DoBusiness

1. Requisites for Issuanceof a License

2. Resident Agent

3. Personality to Sue

4. Suability of ForeignCorporations

5. Instances When UnlicensedForeign Corporations MayBe Allowed to Sue Isolated

Transactions

6.Grounds for Revocation ofLicense

12. Mergers and Consolidations

1. Definition and Concept

2. Constituent vs. ConsolidatedCorporation

3. Plan of Merger or Consolidation

4. Articles of Merger orConsolidation

5. Procedure


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6. Effectivity

7. Limitations

8. Effects

VII. Securities Regulation Code (R.A. No. 8799)

1. State Policy, Purpose

2. Securities Required to Be Registered

1. Exempt Securities

2. Exempt Transactions

3. Procedure for Registration of Securities

4. Prohibitions on Fraud, Manipulation and Insider Trading

1. Manipulation of Security Prices2. Short Sales

3. Fraudulent Transactions

4. Insider Trading

5. Protection of Investors

1.Tender Offer Rule

2. Rules on Proxy Solicitation

3. Disclosure Rule

6. Civil Liability

VIII. Banking Laws

1.The New Central Bank Act (R.A. No. 7653)

1. State Policies

2. Creation of the Bangko Sentral ng Pilipinas (BSP)

3. Responsibility and Primary Objective

4. Monetary BoardPowers and Functions

5. How the BSP Handles Banks in Distress

1. Conservatorship

2. Closure

3. Receivership

4. Liquidation


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6. How the BSP Handles Exchange Crisis


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1. Legal Tender Power

2. Rate of Exchange

2. Law on Secrecy of Bank Deposits (R.A. No. 1405, as amended)

1. Purpose

2. Prohibited Acts

3. Deposits Covered

4. Exceptions

5. Garnishment of Deposits, Including Foreign Deposits

3. General Banking Law of 2000 (R.A. No. 8791)

1. Definition and Classification of Banks

2. Distinction of Banks from Quasi-Banks and Trust Entities

3. Bank Powers and Liabilities

1. Corporate Powers

2. Banking and Incidental Powers

4. Diligence Required of Banks Relevant Jurisprudence

5. Nature of Bank Funds and Bank Deposits

6. Stipulation on Interests

7. Grant of Loans and Security Requirements

1. Ratio of Net Worth to Total Risk Assets

2. Single Borrowers Limit3. Restrictions on Bank Exposure to DOSRI (Directors, Officers,

Stockholders and their Related Interests)

IX. Intellectual Property Code (Exclude Implementing Rules &Regulations)

1. Intellectual Property Rights in General

1. Intellectual Property Rights

2. Differences between Copyrights, Trademarks and Patent

3.Technology Transfer Arrangements

2. Patents

1. Patentable Inventions

2. Non-Patentable Inventions

3. Ownership of a


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Patent a. Right to

a Patent


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2. First-to-File Rule

3. Inventions Created Pursuant to aCommission

4. Right of Priority

4. Grounds for Cancellation of a Patent

5. Remedy of the True and Actual Inventor

6. Rights Conferred by a Patent

7. Limitations of Patent Rights

1. Prior User

2. Use by the Government

8. Patent Infringement

1.Tests in Patent Infringement

1. Literal Infringement

2. Doctrine of Equivalents

2. Defenses in Action for Infringement

9. Licensing

1. Voluntary

2. Compulsory

10. Assignment and

Transmission of Rights C.

Trademarks

1. Definition of Marks, CollectiveMarks, Trade Names

2. Acquisition of Ownership ofMark

3. Acquisition of Ownership of

Trade Name

4. Non-Registrable Marks

5. Prior Use of Mark as aRequirement

6.Tests to Determine ConfusingSimilarity between Marks

1. Dominancy Test

2. Holistic Test

7.Well-Known Marks

8. Rights Conferred byRegistration

9. Use by Third Parties of Names,etc. Similar to RegisteredMark

10. Infringement and Remedies

1.Trademark Infringement

2. Damages


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3. Requirement of Notice

11. Unfair Competition

12.Trade Names or Business Names

13. Collective Marks

4. Copyrights

1. Basic Principles, Sections 172.2, 175 and 181

2. Copyrightable Works

1. Original Works

2. Derivative Works

3. Non-Copyrightable Works

4. Rights of Copyright Owner

5. Rules on Ownership of Copyright6. Limitations on Copyright

1. Doctrine of Fair Use

2. Copyright Infringement

X. Special Laws

1.The Chattel Mortgage Law and Real Estate Mortgage Law (Excludedand madea part of Civil Law coverage)

2. Anti-Money Laundering Act (R.A. No. 9160, as amended by R.A. No.9194)

1. Policy of the Law

2. Covered Institutions

3. Obligations of Covered Institutions

4. Covered Transactions

5. Suspicious Transactions

6. When Is Money Laundering Committed

7. Unlawful Activities or Predicate Crimes

8. Anti-Money Laundering Council

9. Functions

10. Freezing of Monetary Instrument or Property

11. Authority to Inquire Into Bank Deposits


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3. Foreign Investments Act (R.A. No. 7042)

1. Policy of the Law

2. Definition of Terms

1. Foreign Investment

2. Doing Business in the Philippines

3. Export Enterprise

4. Domestic Market Enterprise

3. Registration of Investments on Non-Philippine Nationals

4. Foreign Investments in Export Enterprise

5. Foreign Investments in Domestic Market Enterprise

6. Foreign Investment Negative List

IMPORTANT NOTES:

1. This listing of covered topics is not intended and should not be used bythe law schools as a course outline. This was drawn up for the limitedpurpose of ensuring that Bar candidates are guided on the coverage of the2013 Bar Examinations. Listings whose subject matters run across severalBar Subjects shall be deemed to include only the subject matters specific tothe given Bar Subject. For example, Impeachment is generally a topicunder Political Law but is listed also under Legal and Judicial Ethics for theethical components of this Bar Subject. Note that there may be specificidentification of the covering Bar Subject where a topic may be common to

several Bar Subjects. For example, Independent Civil Actions mentioned inthe Civil Code shall be included as a topic in Remedial Law rather than in CivilLaw. Note also that many special laws, rules or specific topics, otherwisecovered by the different examinable Bar Subjects, have been omitted or areexpressly excluded from the coverage of the 2013 Bar Examinations.

2. The appreciation of the fact situations in, and the answers to, somequestions in every Bar Subject may require the consideration of underlyingethical rules and values.

3. All Supreme Court decisions - pertinent to a given Bar subject and itslisted topics, and promulgated up to January 31, 2013 - are examinablematerials within the coverage of the 2013 Bar Examinations.

syllabus - mercantile law

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