Introto law reporting slides

1. Commercial Law
Deuda, Iddaro, Juntila, Lingaolingao, Palacio, Ubalde

2. COMMERCIAL LAW branch of private law which
regulates the juridical relations
arising from commercial acts

3. Negotiable Instruments Law
Negotiable Instruments – written contracts
for the payment of money; by its form,
intended as a substitute for money and
intended to pass from hand to hand, to give
the holder in due course the right to hold the
same and collect the sum due.
Forms:
● Promissory Note
● Bill of Exchange
● Check

4. Promissory
Note
Unconditional promise to pay in writing made by
one person to another, signed by the maker,
engaging to pay on demand or a fixed
determinable future time a sum certain in
money to order or bearer. When the note is
drawn to maker’s own order, it is not complete
until indorse by him. (Sec. 184 NIL)
Parties:
● maker
● payee

5. Bill of Exchange
Unconditional order in writing addressed by one
person to another, signed by the person giving it,
requiring the person to whom it is addressed to
pay on demand or at a fixed or determinable
future time a sum certain in money to order or to
bearer. (Sec. 126 NIL)
Parties:
● drawer
● payee
● drawee/ acceptor
Check – bill of exchange drawn on a bank and
payable on demand. (Sec. 185 NIL)

6. Other Forms of
Negotiable
Instruments:
a. certificates of deposits
b. trade acceptances
c. bonds in the nature of promissory notes
d. drafts which are bills of exchange drawn by 1
bank to another
e. letters of credit

7. CORPORATION
LAW
❖ Is an artificial being
created by operation of
law, having the right of
succession and the
power, attributes, and
properties expressly
authorized by law or
incidental to its existence.

8. Consequences
❖ The obligations which a corporation itself incurs are
its sole liabilities.
❖ Corporation having separate personality has the right
to file cases of its own name it also has the right to
acquired, to possess and to transfer property.
❖ Jurisdiction may be acquired over the corporation
itself by service of someone’s on the proper
representative.
❖ A corporation remains unaffected by changes in its
individual membership.
❖ A corporation is entitled to certain constitutional rights
like due process, equal protection, protection against
unlawful searches and seizures.
❖ Corporation may be held liable for a quasi delict
committed by its officers especially under the
“Doctrine of corporate responsibility”
❖ A corporation is not entitled to moral damages.

9. CORPORATE
VEIL
PIERCING THE
CORPORATE
VEIL
❖ A legal concept that separates the personality of a
corporation from the personalities of its shareholders,
and protects them from being personally liable for the
company’s debts and other obligations.
❖ Piercing the corporate veil refers to a situation in which
courts put aside limited liability and hold a corporation’s
shareholder or directors personally liable for the
corporation’s actions or debts.

10. Common ways to
pierce the
corporate veil and
impose personal
liability for
corporate debts.
❖ The existence of fraud, wrongdoing,
or injustice to third parties.
❖ Failure to maintain the separate
identities of the companies.
❖ Failure to maintain separate
identities of the company and its
owners or shareholders.
❖ Failure to adequately capitalize the
company.
❖ Failure to follow corporate
formalities.

11. Public and
Private
corporations
❖ A private corporation requires a special grant from
the state which comes from the legislature or
congress, this special grant for a corporation to
existcan either come through General Law R.A
11232 or the revised corporation code.
❖ In case of public corporation, they can only exist
through the special grant from the legislature
which through a special law or charter, public
corporations are organized by the state to perform
functions to govern portions of the state or
functions properly belonging to the state but are
non-governmental in nature, and under section 4
of the code - they shall be govern primarily by the
provisions of the special law or charter creating
them or applicable to them.

12. INSURANCE
LAW
By: Palacio, Greg Anthony
❖ Insurance law refers to legal practices
surrounding insurance, insurance policies and
claims.
❖ A contract between a business entity (Insurer)
and individuals (insured). Note: The tilt of
favor in Insurance laws is upon the Insured
❖ The Insurance Commission - Government
Agency under the Department of Finance who
regulates and supervises the Insurance
Industry in the Philippines under the Insurance
Code.

13. Insurance Law
❖ Classes of Insurance Contract:
➢ Life Insurance
➢ Property Insurance
■ Fire Insurance
■ Marine Insurance
■ Suretyship
➢ Casualty Insurance
■ Compulsory Motor Vehicles Liability Insurance (CMVLI)
➢ Microinsurance

14. Insurance Law
❖ Primary Governing Laws in the Philippines:
1. P.D. No. 612 - Insurance Code of the Philippines
2. R.A. 10607 - An act Strengthening the Insurance Industry
3. P.D. 1146 as amended - Revised Government Service Insurance Act of 1977
4. R.A. 1161 as amended - Social Security Act of 1954
5. R.A. 656 as amended by P.D. No. 245 - Government Property Insurance Law
6. R.A. 3591 as amended by R.A. 9302 and R.A. 9576 - Philippine Deposit Insurance
Corporation Law
7. R.A. 10606 - An act amending the National Health Insurance Act of 1995.
8. Code of Commerce
9. R.A. 9829 - Pre-Need Code of the Philippines.

15. BANKING
LAWS
❖ Banks are entities engaged in lending of funds
obtained in the form of deposits from the Public.
Investment companies which loans out money of
its customers, collects the interests and charges
a commission to both lender and borrower is a
bank.
❖ Primary Functions of Banks:
➢ Deposit Function
➢ Lending/Loan Function
➢ Other Functions
❖ Bangko Sentral ng Pilipinas - has the supervision
power over the operations of banks.

16. Banking Laws
Five (5) Persons Involved in the Banking Business:
- Bank Creditors
- Bank Investors
- Government
Bank
Depositors Borrowers
Deposits
Withdrawals +
Interest earned
Loans
Loan Repayments +
Interest

17. Banking Laws
Five (5) Persons Involved in the Banking Business:
Bank
Bank Investors (Provides
Investment in exchange of
ownership)
Bank
Creditors
Borrower
s
Deposits
Withdrawals +
Interest earned
Loans
Loan Repayments +
Interest
Depositors
Loans
Loan Repayments +
Interest
Government through
the BSP

18. Banking Laws
Governing Banking Laws in the Philippines
1. General Banking Laws
a. R.A. No. 8791 - General Banking Law 2000
b. R.A. No. 7653 as amended by R.A. 11211 - New Central Bank Act
1. Special Banking Laws
a. R.A. No. 7353 - New Rural Banks Act
b. R.A. No. 4093 - Private Development Banks Act
c. R.A. No. 3779 - Savings and Loan Association Act
d. R.A. No. 7906 - Thrift Banks Act
1. Other Laws Expressly Affecting Banks
a. R.A. No. 1405 - Secrecy of Bank Deposits Law
b. R.A. No. 3591 - Philippine Deposit Insurance Corporation Act
c. R.A. No. 10365 - Anti-Money Laundering Act

19. Credit Transactions
Definition
Includes all transactions involving the purchase or
loan of goods, services, or money in the present
with a promise to pay or deliver in the future
Note: Not all transactions are contracts (i.e. legal
pledge, legal deposit, other transactions that involve
credit but are not contracts)
Kinds
● Loan
● Deposit
● Pledge
● Mortgage
● Guaranty
● Suretyship
● Antichresis

20. Loan
Art. 1933. By the contract of loan, one of the parties
delivers to another, either something not consumable
so that the latter may use the same for a certain time
and return it, in which case the contract it called a
commodatum; or money or other consumable things,
upon the condition that the same amount of the same
kind and quality shall be paid, in which case the
contract is simply called a loan or mutuum
Commodatum is essentially gratuitous
Simple loan may be gratuitous or with a stipulation to
pay interest
In commodatum the bailor retains ownership of the
thing loaned, while in simple loan, ownership passes to
the borrower

21. Deposit
Art. 1962. A deposit is constituted from the moment
the person receives a thing belonging to another, with
the obligation of safely keeping it and of returning the
same. If the safekeeping of the thing delivered is not
the principal purpose of the contract, there is no
deposit but some other contract
Note: The thing may be used by the one who received
it for as long as the principal purpose is still for
safekeeping and with consent of the depositor, or
even without consent for as long as the use is for the
preservation of the thing

22. Guaranty and
Suretyship
Art. 2047. By guaranty a person, called the guarantor,
binds himself to the creditor to fulfill the obligation of
the principal debtor in case the latter should fail to do
so
If a person binds himself solidarily with the principal
debtor, the provisions of Section 4, Chapter 3, Title 1 of
this Book shall be observed. In such case, the contract
is called a suretyship

23. Pledge and
Mortgage
A pledge is a contract by virtue of which the debtor delivers to
the creditor or to a third person a movable or a document
involving incorporeal rights for the purpose of securing the
fulfillment of a principal obligation with the understanding that
when the obligation is fulfilled, the thing delivered shall be
returned with all its fruits and accessions
A real estate mortgage is a contract whereby the debtor
secures to the creditor the fulfillment of a principal obligation,
specially subjecting to such security immovable property or
real rights over immovable property in case the principal
obligation is not complied with at the time stipulated
Art. 2124. Only the following property may be the object of a
contract of mortgage:
● Immovables
● Alienable real rights in accordance with the laws,
imposed upon immovables
Nevertheless, movables may be the object of a chattel
mortgage

24. Antichresis
Art. 2132. By the contract of antichresis the creditor
acquires the right to receive the fruits of an immovable
of his debtor, with the obligation to apply them to the
payment of the interest, if owing, and thereafter to the
principal of his credit

25. Intellectual Property Law
Definition
Intellectual property refers to creations of the mind.
It can be an invention (patent / utility model), a
design (industrial design), a brand name
(trademark), or a literary and artistic work
(copyright).
Intellectual Property laws are based on the
Intellectual Property Code or the IPC.
● What are covered by intellectual property
rights?
1. Copyright and Related Rights
2. Mark (trade, service and collective)
3. Geographic indications
4. Industrial designs
5. Patents
6. Layout designs (Topographies) of Integrated
Circuits
7. Protection of Undisclosed Information.

26. Differences of
Trademark,
patent and
Copyright
INTELLECTUAL PROPERTIES DEFINITION
Trademark Any visible sign capable of distinguishing
the goods (trademark) or services (service
mark) of an enterprise and shall include a
stamped or marked container of goods.
Tradename The name or designation identifying or
distinguishing an enterprise.
Copyright Literary and artistic works which are
original intellectual creations in the literary
and artistic domain protected from the
moment of their creation.
Patentable Inventions Any technical solution of a problem in any
field of human activity which is new,
involves an inventive step and is
industrially applicable.

27. Patentable
Inventions
Any technical solution of a problem in any field of human
activity which is new, involves an inventive step and is
industrially applicable. It may be, or may relate to, a
product, or process, or an improvement of any of the
foregoing. (Sec. 21)
Conditions for patentability:
1. Novelty
2. Involves an inventive step
3. Industrially Applicable

28. Non-patentable
inventions
1. Discoveries, scientific theories and mathematical
methods
2. In the case of Drugs and medicines, mere discovery of
a new form or new property of a known substance
which does not result in the enhancement of the
efficacy of that substance
3. Schemes, rules and methods of performing mental
acts, playing games or doing business, and programs
for computers
4. Methods for treatment of the human or Animal body
5. Plant varieties or animal breeds or essentially
biological process for the production of plants or
animals. This provision shall not apply to
micro‐organisms and non‐biological and
microbiological processes
6. Aesthetic creations

29. Transportation Law
Contract of Transportation –
contract whereby a certain
person or association of persons
obligate themselves to transport
persons, things, news, from one
place to another for a fixed
price.
Parties to the Contract of
Transportation:
● Shipper
● Carrier

30. Common
Carrier
Art. 1732 (Civil Code) - person,
corporation, firm, association
engaged in the business of
carrying or transporting
passengers, goods or both, by
land, water, air, for
compensation, offering services
to the public; must exercise
extraordinary diligence

31. Private
Carrier
(also called
contract
carrier)
- no public employment; undertakes to
deliver goods/passengers for
compensation; requires only ordinary
diligence
- is one that undertakes by special
agreement, in a particular
instance only, to transport
persons or property from one
place to another. A private carrier
does not hold itself out as ready
and willing to transport for the
public, transports only by special
agreement, and is not bound to
serve every person who may
apply.

32. Bill of Lading written acknowledgment of
receipt of goods and agreement
to transport them to a specific
place to a person named or his
carrier

33. CPC vs CPCN
Certificate of Public Convenience
any authorization to operate a public service issued by
the appropriate government agency
issued by the appropriate government agency to a
public service to which any political subdivision has
granted a franchise
an authorization issued by the proper government
agency for the operation of public services for which no
franchise, either municipal or legislative is required by
law.
CPC is issued when the public service (public utility
vehicle) does not offer tickets in
order to ride the said vehicle (ie: jeepney).
Certificate of Public Convenience and Necessity
issued by the appropriate government agency
to a public service to which any political
subdivision has granted a franchise
an authorization issued by the proper
government agency for the operation of public
services for which a franchise is required by
law.
CPCN is issued when the public service (public
utility vehicle) provides tickets in order to board
the said vehicle.

34. Topic:
Extraordinary
Diligence;
Duration of
Liability;
Passengers (2011)
P rode a Sentinel Liner bus going to
Baguio from Manila. At a stop-over in
Tarlac, the bus driver, the conductor, and
the passengers disembarked for lunch. P
decided, however, to remain in the bus,
the door of which was not locked. At this
point, V, a vendor, sneaked into the bus
and offered P some refreshments. When
P rudely declined, V attacked him,
resulting in P suffering from bruises and
contusions. Does he have cause to sue
Sentinel Liner??

35. ANSWER:
Yes, the carrier'ssince crew did nothing to protect a passenger
who remained in the bus during the stop-over.
Article 1755 of the New Civil Code (NCC) provides that a
common carrier is bound to carry the passengers as far
as human care and foresight can provide, using the
utmost diligence of very cautious persons, with a due
regard for all the circumstances. Also, Article 1735 of
NCC provides that in case of loss of effects of death or
injuries to passengers, the common carrier is presumed
to be at fault or have acted negligently unless it can
prove that it had observed extraordinary diligence in the
vigilance thereof. The court need not make an express
finding of fault or negligence of common carriers, the law
imposes to common carriers strict liability, as long as it is
shown that there exists a contract between the
passenger and the common carrier and that the loss,
deterioration, injury, or death took place during the
existence of contract.

36. Thanks!