LA- Prelims #2 Flashcards
1
Q
two (2) forms of business organizations:
A
- sole proprietorship
- partnership
2
Q
- owner is in command of the whole business
- ex. small business and sari-sari stores
A
sole proprietorship
3
Q
- two or more persons are involved (max of 5) and bind themselves
- contribute money/property to a common fund with the intention of dividing profits among themselves
A
partnership
4
Q
three (3) forms of partnership:
A
general partnership
limited partnership
limited liability
5
Q
- basic form
- all partners manage the business and are personally liable for their debts
A
general partnership
6
Q
- certain limited partners relinquish their ability to manage the business in exchange for limited liability for partnership debts
- manager can make/ break a business
A
limited partnership
7
Q
all partners have limited liability
- limited but still has no control
- ex. hire people to manage/ franchise
A
limited liability
8
Q
three (3) types of partners:
A
- general
- limited
- silent partners
9
Q
- have obligation of strict liability to third parties injured by a partnership
- “nautangan” (same payment; $3M debt = $1M each)
A
general partners
10
Q
liability is limited to their investments
A
limited partners
11
Q
- share in profit and losses of business
- uninvolved in the management and association with the business is not publicly known
A
silent partners
12
Q
according to the nature of a partnership, partners are ___ in character.
A
fiduciary (involves trust)
13
Q
this means all partners must have trust and confidence in one another
A
fiduciary
14
Q
the person has the right to choose the person they want to become partners or to occupy a specific position
A
delectus personae
15
Q
according to delectus personae, you have to consider these:
A
- honesty
- integrity
- trust
- confidence
16
Q
seven (7) essential elements
A
- valid and voluntary contract to become partners
- contribution of money, property, and industry for the common fund to be used exclusively for the common interest and benefits of the partnership
- must be an association of profit- intention of dividing profits
- partners- mutual agents of each other
- lawful purpose
- articles of partnership must not be kept secret
- juridical partnership
17
Q
an essential element that refers to the intention of dividing profits
A
must be an association of profit
18
Q
an essential element that refers to there being mutual agents of each other
A
partners
19
Q
TRUE/ FALSE: there should be a valid and obligatory contract to become partners
A
FALSE (obligatory- voluntary)
20
Q
TRUE/ FALSE: contribution of money, property, and industry for the common fund to be used inclusively for the common interest and benefits of the partnership
A
FALSE (inclusively- exclusively)
21
Q
an essential element that refers to a separate entity and is distinct from the individual personality of each partner
A
juridical partnership
22
Q
- an artificial being
- created by operation of law
- having the right of succession and powers
- attributes and properties expressly authorized by law/ incident to its existence
A
corporation
23
Q
TRUE/ FALSE: a corporation is created by operation of law
A
TRUE
24
Q
TRUE/ FALSE: if the partnership dies, there is a succession of family.
A
FALSE (partnership- corporation)
25
TRUE/ FALSE: if a corporation dies, look for a substitute.
FALSE (corporation- partnership)
26
TRUE/ FALSE: if a partnership dies, look for a substitute.
TRUE
27
two (2) classifications of corporation as to place of incorporation:
1. domestic
2. foreign
28
- a classification of corporation wherein it is obtained through incorporation under PH laws
- ex. Jollibee in the US follows PH laws
domestic
29
- a classification of corporation wherein one is licensed by SEC to do business in the PH
foreign
30
SEC
securities and exchange commission
31
- juridical necessity (to give, to do, to not to do)
- everyone is obligated
- article 1156 of the civil code of the philippines
obligation
32
TRUE/ FALSE: having rights means having an obligation
TRUE
33
three (3) kinds of obligations under the law:
1. to give
2. to do
3. to not to do
34
a kind of obligation wherein the debtor is obliged to deliver the movable/ immovable thing to creditor
to give
35
TRUE/ FALSE: to give means that the creditor is obliged to deliver the movable/ immovable thing to the debtor
FALSE
36
a kind of obligation wherein all kinds of works/ services either physical/ mental are covered by this obligation
to do
37
a kind of obligation that means refraining from doing some acts. one can refuse if unlawful/ dishonest (article 56)
to not do
38
to not do- what article?
article 56- you can refuse as long as it follows
39
four (4) elements of obligation:
1. active subject
2. passive subject
3. presentation/ object
4. efficient cause
40
- the one who demands the performance of an obligation
- it is he who is in his favor the obligation is constituted, established, or created
- called the creditor/ obligee
active subject
41
TRUE/FALSE: the passive subject is called the creditor/ obligee
FALSE (passive- active)
42
- bound to perform the presentation on to give, to do, or to not do
- called the debtor/ obligor
- ex. hotel owners
passive subject
43
TRUE/ FALSE: hotel owners cannot be both active and passive subjects.
FALSE (cannot- can)
44
- the subject matter of the obligation
- has an economic value/ susceptible/ pecuniary substitution in case of non-compliance
- exx. applying for a car loan (bank ask for collateral)
presentation/ object
45
- juridical tie/ vinculum juris (bond of the law) by virtue
- the debtor has become bound to perform the presentation
- if you are expected to do, you are bound to do
efficient case
46
meaning of vinculum juris
bond of the law
47
TRUE/ FALSE: in an efficient cause, the creditor has become bound to perform the presentation
FALSE (creditor-debtor)
48
kinds of obligations- as to judicial enforceability:
1. civil obligation
2. natural obligation
3. moral obligation
49
- an obligation
- if not fulfilled when it becomes due and demandable, it may be enforced in court through action
- whatever is stipulated in the contract, must be complied
civil obligation
50
TRUE/ FALSE: in the case of a big debt, the contract should be notarized by an attorney.
TRUE
51
- special kind of obligation
- cannot be enforced in court, but which authorizes the retention of the voluntary payment/ performance
- ex. promissory note without a due date
natural obligation
52
arises not from the positive law but from the moral law developed by the church and not enforceable by the court
moral obligation
53
TRUE/ FALSE: a moral obligation arises not from the positive law but from the moral law developed by the church and is enforceable by the court
FALSE (enforceable- not enforceable)
54
kinds of obligations- as to numbers of persons bound to perform:
1. unilateral obligation
2. bilateral obligation
55
a kind of obligation wherein only one of the parties is bound to fulfill a presentation
unilateral obligation
56
a kind of obligation wherein both parties are bound to perform a part in the obligation
bilateral obligation
57
three (3) sources of obligation (article 1157)
1. obligations arising from law
2. arising from contracts
3. arising from quasi-contracts
4. arising from quasi-delict
58
- an obligation of a party to fulfill an obligation arises from the law itself, rules, and regulations, jurisprudence
- ex. duty of spouses + taxpayer's duty
obligation arising from law
59
- duty of the party to fulfill their undertaking in the contract
- must be binding/ mutual (no coercion)
- the contract must be notarized
- ex. payment of interest as stipulated in the contract
obligations arising from contracts
60
- judicial relation arises from a lawful, voluntary, and unilateral
- based on the maxim that no one shall unjustly enrich themselves at the expense of another
obligations arising from quasi-contracts
61
TRUE/ FALSE: The obligation arising from quasi-delict is based on the maxim that no one shall unjustly enrich themselves at the expense of another.
FALSE (quasi-delict = quasi-contract)
62
a term used in civil law to refer to a negligent act or omission that results in harm or damage to an individual or to the property of another
quasi-delict
63
a term used wherein an obligation of one party to another imposed by law independently of an agreement between the parties
quasi- contract
64
2 (two) common forms of quasi-contracts:
1. solutio indebti
2. negotiorum gestio
65
payment by mistake
solutio indebti
66
takes place when a person without consent of owner assumes the management of an abandoned business
negotiorum gestio
67
- any act of omission which causes damage to another
- being at fault/ negligence
- there is no pre-existing contractual relation between parties
- ex. duty to pay damages due to one's fault, omission, and negligence
obligation from quasi-delict
68
three (3) classifications of obligation:
1. pure obligation
2. conditional obligation
3. obligation with a period
69
- no specific date is mentioned for its fulfillment
- not subject to any condition
- immediately demandable
- promissory notes
pure obligation
70
it is a contract signed by two parties
promissory notes
71
consequences are subject in one way or another to the fulfillment of a condition
conditional obligation
72
- consequences are subject in one way or another to the expiration of the said period/ term
- ex. incentive program for staff
obligation with a period
73
five (5) modes of extinguishing obligation:
1. payment/ performance
2. upon the loss of thing due
3. condonation/ remission
4. compensation
5. novation
74
in a fine dining restaurant, an obligation of a customer to management who served food is extinguished
- upon payment: customer of exact amount of food consumed
- upon performance: of obligation for which the entertainer was commissioned
payment/ performance
75
obligation from contract may be extinguished upon loss of thing due
upon loss of thing due
76
"when the thing perishes, goes out of commerce, or disappears in such a way that its existence is unknown/ cannot be recovered
loss in article 1189
77
- needs to be delivered after a year but pulled out of stock/ market
- cannot claim for damages
- disappearance is unknown
goes out of commerce
78
act of liberality on the part of the creditor wherein he/she forgives or remits a debt
condonation/ remission
79
- the offsetting of the respective obligations of 2 persons who stand as principal creditors and debtors of each other resulting in the extinguishment of their obligation to the concurrent amount
compensation
80
- means of extinguishing an obligation
- collateral should be present- offsets the amount you cannot pay
compensation
81
it offsets the amount you cannot pay
collateral
82
the change/ modification of an obligation by another resulting in the extinguishment of an obligation
novation
83
three (3) requisites for a valid novation:
1. previous valid obligation
2. agreement by parties to extinguish/ modify
3. validity of new obligation
84
means ended/ cancelled
extinguished
85
a) obligee
b) obligor
a) creditor- nagpautang
b) debtor- nagutang
86
these are necessary in the conduct of the hospitality business
civil code provisions
87
- those who are obliged to deliver or do something incur a delay from the time the obligee judicially/ extra-judicially demand from them the fulfillment of their obligation
- no room for delays
article 1169
88
exception of article 1169
1. against the law
2. time constraints
3. obligor cannot perform it
89
when law expressly so declines
against the law
90
designation of time when the thing to be delivered/ service rendered was the controlling motive for establishment of the contract
time constraints- delay
91
when demand would be useless, as when the obligor has rendered it beyond hos power to perform
obligor cannot perform it
92
- provides those who in performance of obligation are guilty of fraud, negligence, or delay
- those who in any manner contravene the tenor thereof are liable for damages
- negligence= liable of damages
- burden lies of staff
- no room for mistakes/ excuses
article 1170
93
TRUE/ FALSE: according to article 1171, those who in any manner contravene the tenor thereof are liable for damages.
FALSE (1171- 1170)
94
- the responsibility arising from fraud is demandable in all obligation
- any waiver of an action for future fraud is void
article 1171
