Ateneo 2007 Commercial Law

  • View
    11

  • Download
    2

Embed Size (px)

DESCRIPTION

Reviewer!

Text of Ateneo 2007 Commercial Law

  • QuickTime and aTIFF (Uncompressed) decompressor

    are needed to see this picture.

    ATENEO CENTRAL BAR OPERATIONS 2007

    Commercial Law SUMMER REVIEWER

    Adviser: Atty. Jacinto Jimenez; Heads: Gail Maderazo; Volunteers: Jojo Baetiong, Joanne Bibal, Vira Castro, Moe Villamor, Agatha Cruz

    TABLE OF CONTENTS

    I. Code of Commerce ...............................................................................................2

    II. Bulk Sales Law......................................................................................................3

    III. Warehouse Receipts Law......................................................................................4

    IV. Trust Receipts Law................................................................................................6

    V. Negotiable Instruments Law..................................................................................8

    VI. Insurance Code ...................................................................................................24

    VII. Concurrence and Preference of Credits ..............................................................39

    VIII. Chattel Mortgage Law .........................................................................................43

    IX. Corporation Code ................................................................................................46

    X. Anti-Dumping Act.................................................................................................62

    XI. Intellectual Property Law .....................................................................................66

    XII. Bank Secrecy Law...............................................................................................83

    XIII. Insolvency Law....................................................................................................84

    XIV. Corporate Suspension of Payments....................................................................89

    XV. Corporate Rehabilitation......................................................................................92

    XVI. Securities Regulation Code .................................................................................94

    XVII. Truth in Lending Act ..........................................................................................102

    XVIII. Transportation Code..........................................................................................105

    XIX. Maritime Commerce ..........................................................................................109

    XX. Carriage of Goods By Sea Act ..........................................................................114

    XXI. Warsaw Convention ..........................................................................................115

    XXII. Public Service Act..............................................................................................116

    XXIII. National Electrification Decree ..........................................................................118

    XXIV. Franchise for TV and Radio Stations.................................................................118

    XXV. EPIRA Law ........................................................................................................118

    XXVI. Ship Mortgage Decree.......................................................................................118

    XXVII. Philippine Deposit Insurance Corporation Act ...................................................119

    XXVIII. General Bonded Warehouse Act.......................................................................121

    XXIX. Installments Sales Law......................................................................................123

  • QuickTime and aTIFF (Uncompressed) decompressor

    are needed to see this picture.

    ATENEO CENTRAL BAR OPERATIONS 2007

    Commercial Law SUMMER REVIEWER

    Adviser: Atty. Jacinto Jimenez; Heads: Gail Maderazo; Volunteers: Jojo Baetiong, Joanne Bibal, Vira Castro, Moe Villamor, Agatha Cruz

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

    CONTRACTS BY CORRESPONDENCE a contract entered into by correspondence like letters, telegrams, by messengers but not including those made by phone or through agents.

    RULE ON THE PERFECTION OF CONTRACTS BY CORRESPONDENCE

    Theory of Manifestation

    Theory of Cognition

    Mercantile contracts are perfected from the moment the acceptance is sent, even if it has not yet been received by the offeror. Offeror can no longer withdraw the offer or change the terms and conditions.

    Contracts governed by civil law such as partnerships, agencies, deposits, loans, sales and guaranties will be perfected only upon receipt by the offeror of the unconditional acceptance by the offeree.

    JOINT ACCOUNT is a business arrangement whereby two or more persons interest themselves in the business of another, making contributions thereto, and participating in the results of the business in the proportion they may determine. FEATURES OF A JOINT ACCOUNT

    1. It may be contracted orally or in writing. 2. No common name can be adopted. 3. Only one member is ostensible and can sue

    or be sued. The others are silent. 4. No common fund.

    (Articles 240-242, Code of Commerce) COMPARISON OF JOINT ACCOUNT WITH COMMERCIAL PARTNERSHIP (see Annex C) LETTER OF CREDIT a letter issued by one merchant to another for the purpose of attending to a commercial transaction. In banking practice, it is a request by one bank to another bank to advance or

    give money to a third person on the basis of the letter and on the credit of the person issuing it. SIGNIFICANCE OF LETTERS OF CREDIT

    Roughly at least 85% of importations are financed by letters of credit. The underlying idea of a letter of credit is to ensure certainty of payment. Seller is assured of payment because the bank intervenes and makes the commitment to pay. The idea behind it is like your credit card. You walk into a department store and they sell to you on credit although youre a total stranger because you show your credit card, which means that the bank which issued the credit card tells the seller that it will pay the goods being bought. ESSENTIAL CONDITIONS OF A LETTER OF CREDIT

    1. Issued in favor of a definite person and not to order. In effect, it is not a negotiable instrument governed by the Negotiable Instruments Law.

    2. Limited to fixed or specified amount, or to one or more amounts, but with maximum stated limit. If any circumstance is missing, the letter is a mere letter of recommendation (Article 568, Code of Commerce)

    PARTIES TO A LETTER OF CREDIT

    1. Buyer - who procures the letter of credit and obliges himself to reimburse the issuing bank upon receipt of the documents title;

    2. Issuing bank - which undertakes to pay the seller upon receipt of the draft and proper documents of titles and to surrender the documents to the buyer upon reimbursement; and

    3. Seller - who in compliance with the contract of sale ships the goods to the buyer and delivers the documents of title and draft to the issuing bank to recover payment.

    The number of the parties may be increased and may include:

    1. Advising (notifying) bank - may be utilized to convey to the seller the existence of the credit.

    2. Confirming bank - which will lend credence to the letter of credit issued by a lesser known issuing bank; the confirming bank is

  • QuickTime and aTIFF (Uncompressed) decompressor

    are needed to see this picture.

    Commercial Law Summer Reviewer ATENEO CENTRAL BAR OPERATIONS 2007

    Page 3 of 124

    directly liable to pay the seller-beneficiary; 3. Paying bank - which undertakes to encash

    the drafts drawn by the exporter/seller 4. Instead of going to the place of the issuing

    bank to claim payment, the buyer may approach another bank, termed the negotiating bank to have the draft discounted (Charles Lee v. CA, GR No. 117913 February 1, 2002)

    LIABILITIES OF PARTIES

    1. Drawer liable to person on whom it was issued provided identity proven, for the amount paid within fixed maximum.

    2. Bearer has no right of action if not paid by person who issued it.

    3. Drawer may annul the letter of credit, informing the bearer and to whom it is addressed.

    4. Bearer shall pay the amount received to drawer, otherwise action for execution may be filed with interest and current exchange in place where payment made on place where repaid.

    5. If a bearer does not make use of letter of credit within agreed period, or if none, within 6 months from date if in the Philippines, and 12 months if outside the Philippines, it shall be void. (Articles 569-572, Code of Commerce)

    INDEPENDENCE PRINCIPLE in a letter of credit transaction means that a bank, in determining compliance with the terms of a letter of credit is required to examine only the shipping documents presented by the seller and is precluded from determining whether or not the main contract is actually accomplished or not. RULE OF STRICT COMPLIANCE in a letter of credit transaction means that the documents tendered by the seller or beneficiary must strictly conform to the terms of the letters of credit, i.e., they must include all documents required by the letter of credit. Thus, a correspondent bank which departs from what has been stipulated under the letter of credit, as when it accepts a faulty tender, acts on its own risk and may not thereafter be able to recover from the buyer or the issuing bank, as the case may be, the money thus