VSA-IRS Business Law

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    Part 1: Obligations (VSA-IRS)

    1. Unless the law or the stipulations of the parties require another standard of care, every person

    obliged to give something is also obliged to take care of it with:a. Extraordinary diligenceb. !iligence of a father of a good family

    c. Diligence of a good father of a familyd. "ood diligence of a father of a family#. $his refers to delay on the part of the creditor.

    a. %ora solvendi ex reb. &ompensatio moraec. %ora solvendi ex personaed. Mora accipiendi

    '. (ne of the following obligations is not immediately demandable.a. )ure obligationb. (bligation with a resolutory conditionc. (bligation with an in diem periodd. Obligation with an ex die period

    *. $he debtor shall lose the right to make use of the period in the following cases, except when he:a. +ecomes insolventb. iolates any undertaking in consideration of which the creditor agreed to the periodc. -ttempts to abscondd. Does not furnish any guaranty or security to the creditor 

    . -, +, &, and !, /oint debtors, are obliged to give , 0, , 2, and 3, solidary creditors, )#4,444.44.a. may collect from + )#4,444.44b. may collect from + )*,444.44c. V may collect from B P!""".""d. may collect from + )1,444.44

    5. 6n obligations with a penal clause, the creditor as a rule may recover from the debtor in case of 

    breach the following:a. $he penalty as agreed upon, plus damages and interestb. $he penalty and damagesc. $he penalty and interest

    d. Only the penalty7. + borrowed from 23 bank )#,444,444.44 payable at the end of years. +efore maturity, an

    extraordinary deflation supervened causing the value of the debt to rise to ),444,444.44 on the

    date of maturity. (n due date, + must pay 23 bank:a. )#,444,444.44b. ),444,444.44c. P#""!""".""d. )#4,444,444.44

    8. &onsignation alone without any tender of payment is sufficient in the following cases, except:a. 0hen the creditor is absent or unknown or does not appear at the place of paymentb. $hen the creditor represents the title to the obligation for collectionc. 0hen without /ust cause, the creditor refuses to give a receiptd. 0hen two or more persons claim the same right to collect

    9. ! owes & )14,444.44 with " as guarantor. &, on the other hand, owes !, )8,444.44. +oth debts

    are already due but ! is insolvent. 6n this case:a. & may collect from " )14,444.44b. % may collect from & P'!"""."" because a guarantor can set up compensation as

    regards what the creditor owes the principal debtor.c. & may collect nothing form " because ! is insolvent

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    d. & may collect )8,444.44 form "14. (n uly 1, #41, ! obliged himself to give & )4,444.44 if & will marry on or before !ecember 

    '1, #41. $he condition of the obligation is a:a. Positi(e conditionb. ;egative conditionc. oint condition

    d. 6mpossible condition11. ! owes & )5,444.44. ;o date for payment was stipulated by the parties.a. & cannot require ! to pay because there is no date for paymentb. % can re)uire D to pay at anytimec. ! is not liable to & because the obligation is void there being no date of paymentd. ! is not required to pay unless & goes to court and asks the court to fix a period for the

    payment1#.

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    19. 0hen the debtor and the creditor agree to a dacion en pago >transfer of ownership of property to

    the creditor to settle a monetary obligation?, before such transfer of ownership, there is actually a:a. &ompensationb. &onfusionc. &ondonationd. -o(ation

    #4. -lternative obligation and facultative obligation are similar in which of the following respects=a. $he right of choice may be given either to the debtor or creditor b. Beveral prestations are duec. (nly one prestation is due but the debtor may render another in substitutiond. he obligation becomes a simple obligation once the choice of the prestation is

    made and communicated#1. ! owes & the following debts: )',444.44 due on -ugust 14D )',444.44 due on -ugust 1D

    )',444.44 due on -ugust #4D and )',444.44 due on -ugust # which is secured by pledge of !@s

    ring. 6f today is -ugust ##, and ! pays & )',444.44 with neither ! nor & designating the debt to

    which the payment shall apply, the payment shall be applied:a. $o the debt due on -ugust 14, following the firstdue, firstpay basisb. o the debts due on +ugust 1"! +ugust 1! and +ugust '"! proportionately at

    P1!"""."" each

    c. $o the debt due on -ugust #, since it is the most onerous to !d. $o all the debts proportionately at )74.44 each

    ##. 0hich of the following obligations is a pure obligation and is demandable at once=a. ! to allow & to use !@s car until !ecember '1, #41b. ! to allow & to use !@s car until & finishes his course in accountingc. D to gi(e % his car. -o mention is made when D shall gi(e the car d. ! to give & a car if & finishes his course in accounting

    #'. ! borrowed )144,444.44 from &. the parties agreed at the time the obligation was constituted

    that should ! so desire, he may give his agricultural land to & by way of dacion en pago to pay

    his loan obligation on due date. $he obligation of ! to & is:a. - con/unctive obligationb. - simple obligationc. -n alternative obligation

    d. + facultati(e obligation

    #*. ! obtained a loan from & in the amount of )4,444.44. Unable to give cash on due date in

    payment of his loan obligation, ! proposed to & that he would be giving instead his diamond ring

    to settle his debt. & agreed and accepted the ring from !. the new agreement between ! and &

    involved both:a. ;ovation and application of paymentb. -o(ation and dacion en pagoc. &ompensation and payment by cessiond. &onfusion and tender of payment

    #. -, +, and & are liable in solidum to for )1#,444.44 renounced the share of - who accepted

    it.

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    1#, & assigned his right to $ with notice to ! but with ! not giving his consent to the assignment.

    (n %arch 1, $ can collect from !:a. )#4,444.44b. P0!""".""c. )*,444.44d. ;one, because the assignment made by & was without the consent of !

    #7. -, +, and & are solidary debtors of , 2, and 3. solidary creditors, in the amount of )#,744.44. renounces the whole obligation without the consent of 2 and 3. $he debtors accepted he

    renunciation.a. he whole obligation is extinguishedb. (nly )944.44 is extinguishedc. ;o part of the obligation is extinguished because not all the creditors consented to the

    renunciationd. (nly )'44.44 is extinguished

    #8. -, +, and & are obliged to deliver a specific horse to , 2, and 3.a. - demand made by against -, +, and & is a valid demand against all the debtorsb. - demand made by , 2, and 3 against - is a valid demand against all the debtorsc. f a (alid demand is made against all the debtors but debtor % cannot comply with

    his part of the obligation! the obligation is con(erted into a monetary obligation to

    pay the (alue of the horse plus damagesd. 6f the debtors default in their obligation because & is insolvent, - and + will be liable for 

    &@s share of the obligation#9. $he following are characteristics of a facultative obligation, except:

    a. (nly one thing is principally dueb. $he right of choice cannot be given to the creditor c. he debtor must gi(e the substitute in case the principal thing is lost due to the

    debtor2s fault before substitutiond. 6f the principal is void, the debtor is not obliged to give the substitute

    '4. !acion en pago and payment by cession are special forms of payment. $hey are similar in which

    of the following respects=a. (n the number of creditors involvedb. (n the extent of the properties involved in the paymentc. On the purpose of the paymentd. (n whether the debtor is released completely from his obligations

    '1. 0hen two persons are claiming the same right to collect from you and you are in doubt as to

    whom you will give your payment, your remedy so that you will not pay to the wrong person is:a. $ender of paymentb. -pplication of paymentc. !acion en pagod. %onsignation

    '#. ! borrowed )4,444.44 from &. (n due date, ! did not have any money to pay the debt so heproposed to & that the latter accept a ring to settle the debt. & accepted the proposal and

    received the ring. 6mmediately after receiving the ring, & sold it to +. !@s obligation to give

    )4,444.44 to & is extinguished by:a. Dacion en pagob. )ayment by cessionc. Baled. -pplication of payment

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    ''. !, professional singer, agreed to sing for a fee of )#4,444.44 at the birthday party of & who was

    a fan of !. due to numerous commitments, ! could not go to the party of &. Fe sent , another 

    professional singer who was known to sing better than !, to sing at &@s party, and informed & that

    the latter needed to pay only )14,444.44a. ! may validly assign his obligation to sing because the reduced fee was advantageous to

    &

    b. ! may validly assign his obligation to sing because could perform the obligation better than him

    c. D may not (alidly assign his obligation to sing because it is personal in natured. & cannot refuse the performance of the obligation by because the obligation to sing is

    transmissible since it would not require much effort on the part of either ! or who both

    are professional singers'*. (ne peso, ).44, and )14.44 coins are legal tender up to:

    a. )144.44b. )44.44c. P1!""".""d. -ny amount

    '. ! obtained a loan of ,444.44 from &. (n due date, ! tendered payment amounting to ),444.44

    consisting of ),444 pieces of )1.44 coina. $he payment offered by ! is legal tender b. & may not refuse to accept the paymentc. Bhould & refuse to accept the payment, ! may resort to consignation >deposit of the

    payment in court?d. % may demand that he be paid in bills

    '5. -, an agent of ), owes + )#4,444.44. +, on the other hand, owes ), )#4,444.44. both debts are

    due.a. ) may claim legal compensationb. - may claim legal compensationc. + may claim legal compensationd. -either P! + nor B may claim legal compensation

    '7. $he kind of fraud which renders a contract voidable is:a. %ausal fraudb. 6ncidental fraudc. Graud in performanced. Guture fraud

    '8. ! promised to give )#4,444.44 to & provided & does not sign a contract with on or before

    !ecember '1, #41*. $he condition of the obligation is:a. -egati(eb. )ositivec. 6mpossibled. ;o condition exists

    '9. $he delivery of promissory notes payable to order or other bills of exchange or other mercantile

    documents shall produce the effect of payment when they are:a. !eliveredb. %ashedc. Fave been impaired through the fault of the debtor d. !eposited in bank

    *4. $he following statements concerning payment by cession are true, except:

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    a. he creditors become the owners of the properties of the debtor that were ceded to

    themb. )ayment by cession extinguishes the obligations only to the extent covered by the

    proceeds of the proceeds of the sale of the debtor@s propertiesc. $he debtor must be insolventd. 6t affects all the properties of the debtor except those exempt from execution

    *1. 6n order that condonation may extinguish an obligation involving a movable property whose valueexceeds ),444.44

    a. t is sufficient that the condonation and acceptance are in writing! e(en a pri(ate

    oneb. 6t is required that the condonation and acceptance must be in public instrumentc. $he delivery of the document evidencing the debt is sufficient since the property is

    movabled. $he condonation and acceptance may be made orally

    *#. ! owes & )4,444.44. Bubsequently, ! proposed to & that $ will assume his >!@s? debt. &

    accepted the proposal of !. this type of novation which involves the substitution of the debtor is

    known as:a. Delegacionb. Expromision

    c. (b/ective novationd. Bubrogation

    *'. -, 17 years old, +, #, and &, '4, /ointly borrowed )5,444.44 from . Fow much may collect

    from +=a. )5,444.44b. )*,444.44c. P'!""".""d. ;othing, because - was a minor at the time the obligation was constituted

    **. -, +, and & are /ointly liable to in the amount of )1#,444.44. (n due date, demanded

    payment from - but - refused to pay. Fow much may collect from +=

    a. )1#,444.44 plus damages for delayb. )8,444.44 plus damages for delayc. )*,444.44 plus damages for delayd. P3!"""."" without any damages

    *. $he following obligations are demandable at once, except:a. +n obligation with a condition antecedentb. -n obligation without any term or conditionc. -n obligation with an in diem periodd. -n obligation with a condition not to do an impossible thing

    *5. ! is obliged to give ob/ect 1, ob/ect #, or ob/ect ' to &. $he right of choice as to which ob/ect will

    be delivered to & belongs to:a. Both the partiesb. ! only

    c. & onlyd. ;either of the parties

    *7. 6f there is a concurrence of two or more creditors andor two or more debtors in one and the same

    obligation, the obligation is presumed to be:a. 6ndividual and collectiveb. Bolidaryc. oint and severald. 4oint

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    *8. ! borrowed )4,444.44 from &. ;ot having sufficient cash to pay the debt, ! proposed to pay the

    debt by giving his diamond ring. & accepted the proposal and received the ring.a. !@s obligation is extinguished by payment by cessionb. !@s obligation is extinguished by consignationc. D2s obligation is extinguished by dacion en pagod. !@s obligation is not extinguished at all because the payment should have been in cash

    *9. % obtained a loan of )4,444.44 from ). $he loan is evidenced by promissory note executed by% with " signing as a guarantor of the debt. ) assigns the note to -, - to +, + to &, and & to ".

    $he assignment of the note to " extinguisheda. +oth the loan and the guarantyb. (nly the loanc. Only the guarantyd. ;either the loan nor the guaranty with " now as the new creditor 

    4. $he principle of negotiorum gestio does not apply:a. 0hen the property or business is not neglected or abandonedb. 0hen the officious manager has been tacitly authoriHed by the owner c. n both 5a6 and 5b6d. 6n neither >a? nor >b?

    Part ': %ontracts (VSA-IRS)

    1. $he elements of a contract without which a contract would not exist are known as:a. -ccidental elementsb. ;atural elementsc. Bpecial elementsd. 7ssential elements

    #. $he warranty against hidden defects in a contract of sale is an example of:a. -atural elementb. -ccidental elementc. (riginal elementd. Btipulated element

    '. - contract that does not have any special name under the law is known as:a. ;ominate contractb. nnominate contractc. Bpecial contractd. ;ominal contract

    *. $he contract must bind both contracting partiesD its validity or compliance cannot be left to the will

    of one of them. $his is known as the principle of:a. Mutuality of contractb. Celativity of contractc. &onsensuality of contractd. Greedom of contract

    . $he principle that contracts are perfected by mere consent is known as:a. &onsistency of contract

    b. %onsensuality of contractc. &onsummation of contractd. %utuality of contract

    5. 6t is the manifestation of the meeting of the offer and the acceptance upon the thing and the

    cause which are to constitute the contract.a. &onsiderationb. &ontractc. %onsentd. &ause

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    7. $hree of the following instances will render an offer ineffective before acceptance is conveyed.

    0hich one is not=a. &ivil interdiction of either partyb. 6nsolvency of either partyc. 6nsanity of either partyd. ntoxication of either party

    8. (ne of the following is not incapable of giving his consent.a. 6nsane personsb. !eafmutes who do not know how to writec. Deaf8mutes who do not *now how to readd. Unemancipated minors

    9. -side from fraud and undue influence, the following are the vices of consent, except:a. iolenceb. 6ntimidationc. %istaked. Dealer2s tal*

    14. 6t exists when a person takes improper advantage of his power over the will of another depriving

    the latter of a reasonable freedom of choice.a. 6ntimidationb. !uressc. $hreatd. 9ndue influence

    11. -n absolutely simulated contract is:a. Voidb. oidablec. alidd. Unenforceable

    1#. B and + orally entered into a contract whereby B sold his one year production of eggs in his

    poultry farm to + for )4,444.44 which amount + immediately gave in cash to B. the contract

    between B and + is:a. oid because the ob/ect was not existing at the time of execution of the contractb. Valid because future things may be the obect of contractsc. Cescissible because + will likely suffer damage if the eggs do not come into existenced. Unenforceable because the contract was not in writing

    1'. - contract whose cause is the liberality of the benefactor is:a. + gratuitous contract or contract of pure beneficenceb. - remuneratory contractc. -n aleatory contractd. -n onerous contract

    1*. $he following are characteristics of rescissible contracts, except:a. $hey may be set aside for equitable reasons

    b. $hey are valid until rescindedc. $he action to rescind them prescribesd. he action to rescind them are not a(ailable to third persons e(en if their interests

    are directly affected1. $he following are the requisites of a rescissible payment, except:

    a. he debt is already dueb. $he debtor is insolventc. $he debtor pays the debtd. $he payment is not yet due

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    15. $he following contracts are voidable, except:a. &ontracts entered into during a state of drunkenness or hypnotic spellb. %ontracts entered into during a lucid inter(alc. &ontracts where one of the parties is incapable of giving consentd. &ontracts where the consent of one party is vitiated by violence, intimidation, mistake,

    fraud or undue influence

    17. $he following contracts are unenforceable, except:a. $hose entered into by one who has no authority or legal representationb. $hose that do not comply with the statute of fraudsc. $hose where both parties are incapable of giving consent to a contractd. hose where the consent of a party is (itiated by (iolence! intimidation! fraud or 

    undue influence18. $he statute of frauds applies only to:

    a. 0holly executed contracts

    b. &ontracts wholly or partially executed on the part of the debtor c. &ontracts wholly or partially executed on the part of the creditor d. $holly executory contracts

    19. $he following contracts are void or inexistent, except:a. $hose whose cause, ob/ect or purpose is contrary to law, morals, good customs, public

    order or public policyb. $hose which are absolutely simulated or fictitiousc. $hose whose cause or ob/ect did not exist at the time of transactiond. hose where one of the parties employed fraud to obtain the consent of the other 

    #4. 6f the illegal contract between the parties is a criminal offense but only one party is guilty, such

    illegal contract shall produce the following effects, except:a. $he guilty party will be criminally prosecutedb. ;either party may compel the other to comply with his undertaking

    c. $he instruments shall be confiscated in favour of the governmentd. he innocent party cannot reco(er what he has gi(en#1. Ceformation of an instrument is available in the following cases, except:

    a. 0hen a mutual mistake of the parties causes the failure of the instrument to disclose their 

    agreementb. 0hen one party was mistaken and the other party acted fraudulently or inequitably in

    such a way that the instrument does not show the true intentionc. 0hen a party was mistaken and the other knew or believed that the instrument did not

    state their real agreementd. $hen one of the parties has brought an action to enforce the contract

    ##. - contract of sale is not a:a. )rincipal contractb. ;ominate contract

    c. &onsensual contractd. ;eal contract

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    #'. ! insured his house against fire with & insurance company. $he insurance policy which was

    prepared and printed by & insurance company was signed by ! after reading its terms. 2ou are to

    determine which of the following characteriHe the contract between ! and & insurance company.6. -utocontract66. &ontract of adhesion666. -leatory contract6. ;ominate contract

    $he contract between ! and & insurance company is:

    a. 6, 66 and 666b. ! and Vc. 6, 66 and 6d. 6, 666 and 6

    #*. 0hich of the following contracts is rescissible=

    a. &ontracts entered into during a hypnotic spellb. &ontracts entered into in a state of drunkennessc. %ontracts entered into to defraud creditors when the latter cannot collect the

    claims due themd. &ontracts where both parties are incapable of giving consent

    #. ) is a minister of a certain church whose members include . regularly confides in ) because

    of his many personal problems. ) is interested in buying the lot of and uses his position as

    elder of the church and confidant of to convince to sell to him the lot. Bhould sell the lot to

    ) by reason of ) taking advantage of his confidential relationship with , the contract between

    them would likely be voidable because of:a. 6ntimidationb. 9ndue influencec. Graud

    d. %istake#5. + bought a baby boy from B. + knew that the baby boy was his illegitimate son by a woman

    named 0 and which 0 sold to B. the contract between + and B is:a. alidb. Voidc. Unenforceabled. oidable

    #7. !, out of love and affection for &, donated a parcel of land to the latter who accepted it. $he

    formalities required by law were complied with. $he contract between ! and & is:a. -n onerous contractb. + gratuitous contractc. - remuneratory contractd. -n accessory contract

    #8. 0hich of the following contracts is valid and unenforceable=a. -n oral promise to answer for the default of another b. - donation and its acceptance in a private instrument of a parcel of landc. +n oral lease of a mining e)uipment for more than two yearsd. -n oral contract of sale of a ring worth )*4.44 between an insane and a minor 

    #9. 0hich of the following contracts is valid and enforceable=

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    a. - contract where a party gave his consent in a moment of drunkennessb. + contract where a party ga(e his consent because the other party threatened to

    sue him for an unpaid debtc. - contract where a party gave his consent because the other party threatened to kill the

    first party@s spoused. - contract where there was inadequate cause attended by mistake

    '4. 0hich of the following contracts is valid and enforceable=a. - written contract for the purchase of a newborn baby who is the illegitimate child of the

    buyer b. - written contract of employment where the employee agreed voluntarily not to demand

    overtime payment for work rendered in excess of the regular hours of work per dayc. +n oral contract for the sale of a piece of land for P"!"""."" with the buyer gi(ing

    a down payment of P'"!""".""d. -n oral contract where the fruits of an immovable belonging to the debtor are to be

    applied to the interest and principal of his obligation'1. 0hich of the following contracts involving real property is valid and enforceable although not in

    writing=a. Bale of piece of land for )4,444.44b.

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    a. / was bound by the mortgage although he was not aware of it because the same is

    registeredb. was not bound by the mortgage because he was not a party theretoc. (nly ! and & were bound by the mortgage contract because they were the only parties

    theretod. was not bound by the mortgage because he was not aware of it

    '5. $he following are the essential elements of a consensual contract, except:a. &onsent of the contracting partiesb. (b/ect certain which is the sub/ect matter of the contractc. Deli(ery of the obect of the contractd. &ause of the contract which must be established

    '7. -n insurance contract is:a. -n aleatory contractb. - contract of adhesionc. Both 5a6 and 5b6d. ;either >a? nor >b?

    '8. ), the owner of a business, appointed - as his agent to manage it. ) authoriHed - to borrow

    money for the business. - himself is the one who lends the money at the current rate of interest.

    $hus, in the said contract of loan, - enters into the contract in his own behalf as lender and

    represents ) as borrower. $he contract of loan in such a case is considered as:a. +n auto8contractb. -n aleatory contractc. - remuneratory contractd. - gratuitous contract

    '9. Bermonia agriproducts, a supplier of 33 fertiliHer, offered in writing to sell to +arbados farms, 4

    bags of fertiliHer at the price of )144.44 per bag. $he offer stated that the price would be good for 

    one week during which +arbados farms may decide to accept the offer. $hree days later and

    before +arbados could make any acceptance, the general market price went up. Bermonia

    attempted to revoke the offer by informing +arbados, but +arbados claimed sermonia could not

    do so.a. ,ermonia may withdraw the offer ust informing Barbados since there has not yet

    been any acceptance thereof b. Bermonia may not withdraw the offer since the oneweek period within which +arbados

    may decide had not yet lapsedc. Bermonia may withdraw the offer only after the expiration of the oneweek period, unless

    +arbados in the meantime has accepted the offer d. Bermonia may withdraw the offer because it would suffer a loss if the sale was allowed to

    push through

    *4. ), the owner of a certain business, instructed -, his agent and manager of the business to buy

    goods on credit from B. s issued a sales invoice where - acknowledged the receipt of the goodsby signing thereon. ) called B by phone and promised to B that he >)? would pay for the goods

    on due date. B was not paid on due date. -ccordingly, he sued ) for the price of the goods. )

    raised the defense of unenforceability under the Btatute of Grauds claiming that a representation

    as to credit must be in writing.a. he promise is enforceable against P although it was not in writingb. $he promise is unenforceable against ) because it was not in writingc. $he promise is enforceable against - because it was he who signed the invoice

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    d. $he promise may be enforced both against ) and - since they are the debtors in the

    transaction*1. 0hich of the following does not apply to a relatively simulated contract=

    a. $he parties are bound by their real agreementb. he parties are not bound at allc. $he parties are bound by their ostensible agreement if the real agreement pre/udices

    third personsd. $he parties are bound by their ostensible agreement if the real agreement is contrary to

    law, morals, good customs, public order, and public policy*#. 0hen a physician who takes improper advantage of his power over the will of his patient in order 

    to get the latter@s consent to a contract between the two of them, the contract will:a.

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    c. Cescissibled. oid

    *8. - contract of pledge is perfected upon the:a. %eeting of minds of the partiesb. Deli(ery of the obect of the contractc. Execution of the written agreement by the partiesd. -cknowledgement by the parties of the instrument evidencing the contract before a

    notary public*9. 6t refers to a contract wherein one party imposes a readymade form of contract, which the other 

    may accept or re/ect, but which the latter cannot modify.a. -leatory contractb. %ontract of adhesionc. -utocontractd. 6nnominate contract

    4. Cescission is different from annulment in that rescission:a. 6s a principal actionb. %ay be availed of only by the parties whether bound principally or subsidiarilyc. 6s brought to declare the inefficacy inherent in the contractd. s based on lesion or damage

    Part =: Partnership (VSA-IRS)

    1. - limited partner is prohibited on account of his claim against the partnership from performing the

    following acts, except:a. $o receive or hold as collateral security any partnership propertyb. $o receive from a general partner or the partnership any payment, conveyance or release

    from liability, if partnership assets are not sufficient to discharge partnership liabilities to

    outside creditorsc. ransact business with the partnershipd. ;one of the foregoing

    #. - partner is a coowner with his partners of specific partnership property. Buch copartnership:a. -llows a partner to assign his right in such propertyb. +llows partners to use such property of partnership purposesc. Entitles the spouse, children and other relatives of the partner to claim support from such

    propertyd. "ives the private creditors of a partner to attach his right in such property

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    '. +raganHa, (rtiH, and ;evado want to form a partnership with +raganHa contributing )44,444.44D

    (rtiH, office equipmentD and ;evado, his services. 6f the three were to form a limited partnership,

    who among them will be the limited partners=a. 7ither Bragan>a or Orti> or both of themb. Either (rtiH or ;evado or both of themc. Either +raganHa or ;evado or both of them

    d. -ll the three must be limited partners*. Cefer to the preceding number. -ssume that the three decide to form 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 managersc. Only -e(ado may be appointed as manager because he only contributes his

    ser(icesd. -ny two of them may be -ppointed as managers

    . Auerubin, Coces, and Bolis are partners in a law firm. Auerubin was appointed as //udge of the

    Cegional $rial &ourt. Buch appointment:a. Buspends the participation of Auerubin in the management of the firm without causing

    the dissolution of the partnershipb. )rohibits the inclusion of the name of Auerubin in the firm name without dissolving the

    partnershipc. ;esults in the dissolution of the partnershipd. %erely requires the disclosure of Auerubin@s appointment to the court without dissolving

    the partnership5. - person admitted as a partner into an existing partnership shall be liable up to the extent of his

    separate assets for what obligations=a. (bligations of the partnership existing at the time of his admission only if there was a

    stipulationb. (bligations of the partnership incurred after his admission only if there was a stipulationc. (bligations of the partnership incurred before and after his admission even if there was

    no stipulationd. Obligations of the partnership incurred before his admission if there was a

    stipulation! and those incurred after his admission e(en if there was no stipulation7.

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    c. $he payment should be divided proportionately between )-$(I and (lga, at )#,*44.44

    and )1,544.44, respectivelyd. $he payment should be divided equally between )-$(I and (lga at )#,444.44 each

    14. 0hich of the following will not cause the automatic dissolution of general partnership=a. !eath of a capitalist partner b. 6nsolvency of a capitalist partner 

    c. nsanity of an industrial partner d. &ivil interdiction of an industrial partner 11. 0hich of the following will not cause the automatic dissolution of a general partnership=

    a. !eath of a partner b. 6nsolvency of a partner c. 0hen the partnership business becomes unlawfuld. nsanity of a partner 

    1#. +elinda, -ra, Cica, and Ilaudia are partners in +-CI enterprises, a pet shop, with +elinda

    contributing )4,444.44D -ra, )#4,444.44D Cica, )'4,444.44. Ilaudia is an industrial partner and

    manages the partnership. +ased on the foregoing information, which of the following statements

    is false=a. +elinda may engage in the buying and selling of rice without the consent of the other 

    partners

    b. @laudia may engage in the buying and selling of rice without the consent of theother partners

    c. Ilaudia is not liable for the losses of the partnershipd. Ilaudia may be held liable by third persons for partnership debts with her separate

    property1'. (ne of the distinctions between a partnership and a corporation is that a partnership:

    a. %ay be formed by one personb. 6s created by operation of lawc. -cts through a board of directorsd. May exist for an indefinite period

    1*. 0hich of the following will not cause the automatic dissolution of a limited partnership=a. !eath of a general partner b. Death of a limited partner 

    c. 6nsolvency of a general partner d. 6nsanity of a general partner 

    1. 6f the assignee does not become the partner referred to in the preceding number, his rights do not

    include:a. $he receipt of the assignor@s share of the profitsb. $he receipt of the assignor@s other compensation by way of incomec. $he return of the assignor@s contributiond. he inspection of partnership boo*s or account of partnership transactions

    15. - person admitted to all the rights of a limited partner who has died or has assigned his interest in

    the partnership is known as:a. -n ostensible partnerb. - liquidating partner c. + substituted limited partner 

    d. - generallimited partner 17. - limited partner shall be liable as general partner in three of the following cases. 0hich one is

    the exception=a. 0hen he is a generallimited partner as stated in the certificateb. 0hen he takes part in the control of the businessc. 0hen he participates in the management of the businessd. $hen his surname which appears in the partnership name is also the surname of a

    general partner 18. - limited partner may contribute:

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    a. Money andAor propertyb. %oney andor servicesc. )roperty andor servicesd. Bervices only

    19. 6n a limited partnership where there are * partners:a. -ll the partners must be limited partnersb. $he number of limited partners must be equal to the number of general partner, that is,

    #:#c. $he number of limited partners must be greater than the number of general partners, that

    is, ':1d. t is enough that there is one limited partner the rest may all be general partners

    #4. $he partnership is not bound in three of the following acts of a partner after dissolution. Fowever,

    it is bound in one. 0hich is it=a. 0here the partner acting is insolventb. 0hen it is unlawful to carry on the businessc. $hen the partner has no authority to wind up partnership affairs and the third

    person is a pre(ious creditor who had no *nowledge of the partner2s lac* of 

    authorityd. 0hen a partner has no authority to wind up partnership affairs and the third person is a

    new creditor who has not read he publication of the lack of authority of the partner in anewspaper of general circulation in the place or places where the partnership business is

    carried on

    #1. 0hen is the partnership not bound by the acts of a partner after dissolution in the following

    cases=a. -cts necessary to wind up partnership affairsb. -cts to complete transactions begun before dissolutionc. ;ew transactions where the third person is a previous creditor and there was a

    publication of the dissolution in a newspaper of general circulation in the place or places

    where the business had been carried on but such third person has not read itd. -ew 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 had been carried on but such creditor has not read it

    ##. - decree by the court is necessary to dissolve a general partnership based on three of the

    following grounds. 0hich one will not require such decree but will cause the automatic dissolution

    of the partnership=a. $he business of the partnership can only be carried on at a lossb. - partner is shown to be of unsound mindc. - partner has been guilty of such conduct as tends to affect pre/udicially the carrying on

    of the businessd. + partner is ci(illy interdicted

    #'. $he change in the relation of the partners caused by any ceasing to be associated in the carrying

    on the business is known as:a. $ermination of the partnership

    b. 0inding up of partnership affairsc.

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    #. - partner@s interest in the partnership is his share of the profits and surplus which he may assign

    to a third person. 0hich of the following statements concerning such right is correct=a. $he conveyance of a partner@s interest will cause the dissolution of the partnershipb. $he assignee becomes a partner c. $he assignee has a right to interfere in the management of the partnership businessd. he assignee has the right to recei(e the profits which the assigning partner would

    otherwise be entitled to#5. -lexis and +ote entered into a universal partnership of all present property. ;o stipulation

    was made regarding other properties. Bubsequently, -lexis received a parcel of land by

    inheritance from his fatherD and another parcel of land from J$he +est 6to UniversityK as

    remuneration for -lexis work as professor therein.a. $he two parcel of land and their fruits are to be en/oyed by the partnership because the

    contract entered is a universal partnership of all present propertyb. he two parcel of land and their fruits will not be enoyed by the

    partnership because there is no stipulation regarding future properties or their 

    fruitsc. $he partnership is entitled only to the fruits but not to the two parcel of landd. $he partnership is entitled to use the two parcel of land as usufructuary and also entitled

    to the fruits produced by the property#7. - and + are partners in buying and selling automobiles. -, by the partner@s agreement, was

    authoriHed to buy automobiles on a cash basis, never on the installment plan. (ne day - bought

    on credit or on installment plan a car from , a client. did not know of -@s lack of authority. -@s

    purchase was made on behalf and in the name of the partnership. 6s the partnership bound=a. ;o because - was not really authoriHed to bought on installment planb. ;o because acquisition of automobiles requires the consent of all partnersc. Ces because although + was not really authori>ed! still for apparently carrying on

    in the usual way the business of the partnershipE + is implicitly authori>ed and /

    did not *now of +2s lac* of authorityd. 2es because all transaction made by any partners with third person is valid provided the

    latter acted in good faith#8. )aolo contributed )4,444D Conald contributed )7,444D and )aul contributed )#,444. ay is

    the industrial partner. $here is no stipulation regarding profits and losses. $he partnership

    suffered a )'44,444 loss. $he loss shall be shared by the partners as follows:a. )144,444D )144,444D )144,444D and )4b. )7,444D )7,444D )7,444D and )7,444c. P1""!""" P1"!""" P"!""" and P"d. )144,444D )144,444D )144,444D and )144,444

    #9.

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    d. -nswer M1 is correct, but answer M# is wrong.'4. 0, , and 2 are partners. conveyed his share to 3. $hereafter, the partnership incurred

    liabilities for the contract entered into between the partnership and % prior to the sale of @s shareto 3. 0hich of the following statements is correct=

    a. 3 cannot be held liable to % because a partner admitted into a partnership shall becomeliable for an obligation only from the time he took part in the control of the business.

    b. 3 cannot be held liable to % because as a partner, 3 shall be sub/ect to all the restrictionsand liabilities of a partnership.

    c. 3 can be held liable prorata with the other partners regardless of the time the liability wasincurred.

    d. F can be held liable to M! but his liability shall be satisfied only out of partnershipproperty! unless there is a stipulation to the contrary.

    '1. -, +, &, !, and E entered into a contract of partnership to organiHe events such as weddings andbirthday celebrations. - and + are the only limited partners. !uring one of the parties that thepartnership organiHed, ! totally forgot her task to turn on the lights during the entrance of the

    debutant. -s a result, the debutant slipped off in/uring her ankle. $he victim sues the partnershipfor damages. &hoose the best answer.

    a. - and + are not liable because they are limited partners.b. he partnership is liable for damages to the same extent as D.c. (nly the general partners are liable in equal proportion.d. (nly ! is liable.

    '#. 6n a partnership, the partners share in the profitsa. Equallyb. -ccording to contributionc. +ccording to the contractd. ustly and equitably

    ''. - and + entered into a universal partnership of all present property. $he common property of thepartnership shall be

    a. -ll the properties which belonged to each of the partners at the time of the constitution of the partnership

    b. -ll the properties which shall belong to each of the partners after the constitution of thepartnership

    c. +ll the properties which belonged to each of the partners at the time of theconstitution of the partnership as well as the profits which they may ac)uiretherewith

    d. -ll the properties which belonged to each of the partners at the time of the constitution of the partnership as well as the properties which each may acquire thereafter 

    '*. Btatement 1. 0here the business of the partnership is in imminent danger of being lost, anindustrial partner who refuses to give an additional contribution agreed upon can be compelled tosell his interests to the others.Btatement #. - partner appointed as manager in the -rticles of )artnership can be removed with

    or without cause.

    a. +oth statements are trueb. Both statements are falsec. Btatement 1 is true, but Btatement # is falsed. Btatement 1 is false, but Btatement # is true

    '. -, + and & are partners. - contributed his services only, + )#4,444 and & )14,444. $hepartnership was liquidated. -fter payment of the partnership obligation, only )9,444 worth ofassets remained. $he share of - will be N

    a. )',444.44

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    b. Equal to the share of +c. Equal to the share of &d. -othing

    '5.  - partnership is a>n?:6. accounting entity.66. taxable entity.

    a. onlyb. 66 onlyc. ;either 6 nor 66d. +oth 6 and 66

    '7.  - partnerLs tax basis in a partnership is comprised of which of the following items=6. $he partnerLs tax basis of assets contributed to the partnership.66. $he amount of the partnerLs liabilities assumed by the other partners.666. $he partnerLs share of other partnersL liabilities assumed by the partnership.

    a. 6 plus 66 minus 666b. 6 plus 66 plus 666c. minus plus d. 6 minus 66 minus 666

    '8. 0hich of the following accounts could be found in the )A partnershipLs general ledger=6. !ue from )66. ), !rawing666.

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    *#. )aolo contributed )4,444D Conald contributed )7,444D and )aul contributed )#,444. ay isthe industrial partner. $here is no stipulation regarding profits and losses. $he partnershipsuffered a )'44,444 loss. $he loss shall be shared by the partners as follows:

    a. )144,444D )144,444D )144,444D and )4b. )7,444D )7,444D )7,444D and )7,444c. P1""!""" P1"!""" P"!""" and P"d. )144,444D )144,444D )144,444D and )144,444

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    *'. cited

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    services of his own company to perform services to the office building. 0hich of the followingconditions is ;($ required in order for the service contract between -+& and 23 to be valid=

    a. $he service contract must be approved by the board of directors of 23 corporationDb. -+&@s vote was not necessary to constitute a quorum at the meeting of the board of 

    directorsDc. -+&@s vote was not necessary for the approval of the service contracts.d. he ser(ice contract must be ratified by all the stoc*holders of the corporation.

    #. 6n line with the $rust Gund !octrine that generally renders it unlawful for the corporation to returnassets to the stockholders representing capital, under what conditions may a stock corporationacquire its own shares:

    a. $here exists in the corporate books unrestricted retained earnings to cover therepurchase of sharesD

    b. $he repurchase of shares must be for a legitimate business purposeDc. Both + and B.d. ;either - nor +.

    '. 6n a stockholders@ meeting, %r. +ean dissented from the corporate act converting preferred votingshares to nonvoting shares. %r. +ean submitted his certificates of stock for notation that hisshares are dissenting. $he next day, %r. +ean transferred his shares to %s. !ora to whom newcertificates were issued. 0hich of these statements is correct=

    a. %r. +ean can exercise the right of appraisal because he dissented from the corporate act.

    b. Mr. Bean can no longer exercise the right of appraisal because he alreadytransferred his shares to Ms. Dora.

    c. %s. !ora should exercise the right of appraisal on behalf of %r. +ean.d. ;one of the statements is correct.

    *. -+& &orporation has 14 members in the +oard of !irectors. !uring the election of officers, oneof its members got sick, while the other two went abroad, thus, the three of them failed to attendthe meeting and cast their vote. ;onetheless, - acquired four votes for the position of Becretary.6s a validly elected as an officer=

    a. -o. he %ode re)uires the (ote of maority of all the members of the Board of Directors.

    b. 2es. $he &ode requires only the decision of at least a ma/ority of directors present at theelection.

    c. 2es. $he articles of incorporation or bylaws may provide for lesser ma/ority in case of 

    election of officers.d. ;o. $he articles of incorporation require the quorum.

    . -+& &orporation is a stock corporation whose principal place of business is in AueHon &ity. 6f aregular meeting of its stockholders shall be held, one of the requirements is:

    a. ;otice of meetings must be published in a newspaper of general circulation two weeksbefore the scheduled meeting.

    b. Auorum must consist of all the stockholders.c. $ritten notice of meetings shall be sent at least two wee*s prior to the meeting!

    unless a different period is re)uired by the by8laws.d. -ll of the above.

    5. 23 &orporation@s bylaws provide that -, one of its directors, shall receive 14P of the netincome before tax of the corporation as his yearly compensation. Fowever, +, the &orporation@spresident, contends that such provision directly violates the &ode prohibiting the compensation of directors. -re directors absolutely not entitled to compensation=

    a. 2es. $he &ode expressly provides that directors shall not receive any compensation,except for reasonable per diems.

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    b. ;o. !irectors are entitled to compensation when authoriHed by the bylaws or by vote of stockholder representing at least ma/ority of the outstanding capital stock, sub/ect tolimitations that the total yearly compensation must exceed 14P of the net income beforeincome tax of the compensation during the preceding year.

    c. -o. Directors are entitled when authori>ed by the by8laws or by (ote of stoc*holders representing at least maority of the outstanding capital stoc*!subect to limitations that the total yearly compensation shall not exceed 1"J of the net income before tax of the corporation during the preceding year.

    d. 2es. !irectors are not entitled to compensation.7. 6n order to amend the corporate bylaws, what vote is required to happen for the amendments to

    be valid=a. #' votes of the +oard of !irectors and #' votes of the outstanding capital stock and

    capital stockb. Maority (otes of the Board of Directors and maority (otes of the outstanding

    capital stoc*c. #' votes of the +oard of !irectors and ma/ority votes of the outstanding capital stockd. %a/ority votes of the +oard of !irectors and #' votes of the outstanding capital stock

    8. - corporation may acquire its own shares for a legitimate purpose provided it has unrestricted

    retained earnings. 6n which of the following acquisitions is the requirement of unrestricted retained

    earnings not imposed=a. 0hen the acquisition is made to eliminate fractional sharesb. 0hen delinquent shares are acquired in a delinquency salec. $hen redeemable shares are repurchased in accordance with the terms pro(ided

    in the articles of incorporationd. 0hen shares are acquired from stockholders who exercise their appraisal right

    9. 0hich of the following issuance of stocks is not allowed under the &orporation &ode of the

    )hilippines=a. %&E

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    d. -ll statements are correct1'. Btatement ;o. 1 - foreign corporation may sue in this /urisdiction for infringement of trademark

    and unfair competition although it is not doing business in the )hilippines because the )hilippines

    were a party to the &onvention of the Union of )aris for the )rotection of 6ndustrial )roperty.Btatement ;o. # - foreign corporation not licensed to do business in the )hilippines is

    absolutely incapacitated from filing a suit in local courts.

    a. Only ,tatement -o. 1 is correctb. (nly Btatement ;o. # is correctc. +oth statements are falsed. +oth statements are correct

    1*. Btatement ;o. 1 ;onfiling of bylaws will automatically dissolve the corporation.Btatement ;o. # Gailure to file bylaws within the required period is a ground for suspension or 

    revocation of the certificate of registration of corporations.a. (nly Btatement ;o. 1 is correctb. Only ,tatement -o. ' is correctc. +oth statements are falsed. +oth statements are correct

    1. Btatement ;o. 1 GoundersL shares classified as such in the articles of incorporation may be

    given certain rights and privileges not en/oyed by the owners of other stocks, provided that where

    the exclusive right to vote and be voted for in the election of directors is granted, it must be atleast five >? years from the date of the approval by the Becurities and Exchange &ommission.Btatement ;o. # &ash dividends due on delinquent stock shall first be applied to the unpaid

    balance on the subscription plus costs and expenses.Btatement ;o. ' Btock dividends shall be withheld from the delinquent stockholder until his

    unpaid subscription is fully paid.a. Btatements ;o. 1 and # are correctb. ,tatements -o. ' and = are correctc. Btatements ;o. 1 and ' are correctd. -ll statements are correct

    15. $he following are advantages of nopar value share of stock. 0hich is the exception=a. ;opar value shares allow flexibility in price.b. $he stockholders of nopar value shares are relieved of personal liability for unpaid stock

    subscriptionc. t allows the issue of stoc*s in exchange of property.d. ;opar value shares afford a possible remedy of relief from the evil of overcapitaliHation

    and stock watering.17. $he distinction between a proxy and a voting trust is that in a voting trust:

    a. $he trustee had no legal title to the shares of the transferring stockholder.b. Unless coupled with interest, is revocable at any time.c. s not limited to any particular meeting.d. Btock certificate is not cancelled.

    18. Btock corporations are prohibited from retaining surplus profits in excess of one hundred percentof their paidin capital stock in this case:

    a. 0hen /ustified, by definite corporate expansion pro/ects or programs approved by theboard directors

    b. $hen there is pension plan as agreed in the %ollecti(e Bargaining +greementc. 0hen the corporations is prohibited under any loan agreement with any financial

    institution or creditor, whether local or foreign, from declaring dividends without itsconsent

    d. 0hen it can be clearly shown that such retention is necessary under specialcircumstances obtaining in the corporation, such as providing preserves for probablecontingencies

    19. $he voting requirement needed in declaring cash or property dividend Na. Maority (ote of the Board of Directors

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    b. %a/ority vote of the +oard of !irectors plus the vote of a ma/ority of the outstandingshares

    c. %a/ority vote of the +oard of !irectors plus the vote of #' of the outstanding sharesd. #' votes of the directors plus a ma/ority of the outstanding shares

    #4. $he bylaws may provide that the holders of a ma/ority of the outstanding capital stock may electall members of the board of directors.$hat it may also provide that no officer of the corporation shall be required to be a stockholder.

    a. +oth statements are trueb. Both are falsec. Girst is false, second is trued. Girst is true, second is false

    #1. - subscribed to 1,444 shares of stock to &orporation. Bhe paid #P of the said subscription.!uring the stockholder meeting, can - vote all her subscribed shares=

    a. ;o, because the subscription has not yet been fully paidb. ;o, because -@s shares has become delinquent which cannot be voted.c. 2es, as to the paid percentage of subscriptiond. Ces! because unpaid shares can be (oted

    ##. is a director in $ &orp. who was elected to a 1year term on Geb. 1, #414. (n -pril 11, #414, resigned and was replaced by C, who assumed as director on %ay 17, #414. (n ;ov. #1, #414,

    C died. B was then elected in his place. Until which time should B serve as director=a. -pril 11, #411b. ?eb. 1! '"11c. %ay 17, #411d. ;ov. #1, #411

    #'. $he -rticles of 6ncorporation must be accompanied by a $reasurerLs -ffidavit certifying under oath, among others, that the total subscription paid is:

    a. ;ot less than )#,444.44.b. ;ot more than ),444.44.c. -ot less than P!"""."".d. ;ot more than )#,444.44.

    #*. $he rule is that no stock dividend shall be issued without the approval of stockholdersrepresenting at least #' of the outstanding capital stock at a regular or special meeting called for 

    the purpose. -s to other forms of dividends:a. - mere ma/ority of the entire +oard of !irectors applies.b. + mere maority of the )uorum of the Board of Directors applies.c. - mere ma/ority of the votes of stockholders representing the outstanding capital stock

    applies.d. $he same rule of #' votes applies.a.b.c.

    #. Under this doctrine, the separate personality of a corporation may be disregarded if it is used for fraudulent or illegal purpose or to escape the faithful compliance of an obligation:

    a. $rust fund doctrineb. Doctrine of piercing the (eil of corporate entity

    c. !octrine of corporate opportunityd. !octrine of limited capacity#5. 6n #445, &orporation Q-Q passed a board resolution removing QQ from his position as

    manager of said corporation. $he bylaws of Q-Q corporation provide that the officers are thepresident, generalmanager, treasurer and secretary. Upon complaint filed with the BE&, itheld that the general manager could be removed by mere resolution of the board of director.(n motion for reconsideration, QQ alleged that he could only be removed by theaffirmative vote of the stockholders representing #' of the outstanding capital stock. 6s QLsQcontention legally tenable.

    a. ;o, the vote required is ma/ority of the board and #' (&B consenting

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    b. 2es, the voting requirement is only #' of the outstanding capital stock.c. ;o, the required vote is %+! consented by %(&B.d. -o! the (oting re)uirement is only maority of the Board of Directors.

    #7. $he &orporation &ode sanctions a contract between two or more corporations which haveinterlocking directors, provided there is no fraud that attends it and it is fair and reasonable under the circumstances. $he interest of an interlocking director in one corporation may be either substantial or nominal. 6t is nominal if his interest:

    a. !oes not exceed #P of the outstanding capital stock.b. Exceeds #P of the outstanding capital stock.c. Exceeds #4P of the outstanding capital stock.d. Does not exceed '"J of the outstanding capital stoc*.

    #8. -+& &orp. increased its capital stocks from )hp14 %illion to )hp1 %illion and, in the process,issued 1,444 new shares divided into &ommon Bhares J+K and &ommon Bhares J&.K $, astockholder owning 44 shares, insists on buying the newly issued shares through a right of preemption. $he company claims, however, that its +ylaws deny $ any right of preemption. 6s thecorporation correct=

    a. -o! since the By8

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    c. Either par value or nopar value sharesd. 7ither common or preferred shares

    '. (ther than from retained earnings, dividends may be declared out of:a. Paid8in capital in excess of par (alueb. )aidin capital in excess of issued pricec. +oth >a? and >b?d. ;either >a? nor >b?

    '5. Bhares that may be issued at a price lower than ).44 per share are:a. Par (alue sharesb. ;opar value sharesc. +oth >a? and >b?d. ;either >a? nor >b?

    '7. Bhares that may be issued at a price higher than ).44 per share are:a. )ar value sharesb. ;opar value sharesc. Both 5a6 and 5b6d. ;either >a? nor >b?

    '8. ;opar shares may not be issued for a price lower than:a. Btock exchange quotation priceb. ssued price

    c. %arket priced. Gair market value

    '9. 0hich of the following provisions in the articles of incorporation cannot be amended=a. ;ame of corporationb. -umber and name of incorporatorsc. $erm of existenced. )rimary purpose

    *4. 0hich of the following is not a characteristic of a corporation=a. )erpetual lifeb. $ransferability of ownership interestsc. 9nlimited liability on the part of the stoc*holdersd. -bility to attract large amount of capital

    *1. - stock corporation, in general, is taxed in the same manner as a:

    a. "eneral professional partnershipb. -on8general professional partnershipc. Bole proprietorshipd. &ooperativea.b.c.d.

    *#. $he subscriber of unpaid shares which are not delinquent shall be entitled to the following rights,except the right to:

    a. oteb. 6nspect corporate booksc. !ividends

    d. + stoc* certificate*'. Btatement 1: amendment of the articles of incorporation requires ma/ority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least #' of the outstanding capital stock or at least #' of the members entitled to vote.

    a. Btatement #: any director or trustee of a corporation may be removed from office by avote of the stockholders holding or representing at least #' of the outstanding capitalstock or at least #' of the members entitled to vote.

    a. rue! trueb. $rue, falsec. Galse, true

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    d. Galse, false**. $hree of the following are required for the existence of de facto corporation, except

    a. 6ncorporated under a valid lawb. -ttempt in good faith to organiHec. -ctual use of corporate powersd. 7xisting in law and in fact

    *. - suit brought by a stockholder in the name and in behalf of the corporation to protect corporaterights or redress wrongs committed against the corporation, whenever corporate officers refuse tobring such actions or such officers are the ones to be sued or held liable.

    a. 6ndividual suitb. &lass suitc. Cepresentative suitd. Deri(ati(e suit

    *5. $he rule that protects directors who act with due care and in good faith, as long as their decisionsare lawful and in the best interests of the corporation.

    a. Gairness ruleb. Business udgment rulec. "olden ruled. -ntitrust rule

    *7. 0hich shares may be issued with or without par value=

    a. %ommon sharesb. )referred sharesc. +oth common and preferred sharesd. ;either common nor preferred shares

    *8. 0hich of the following causes of vacancy in the board of directors may be filled by the remaningdirectors if they still constitute a quorum=

    a. 6ncrease in the number of directorsb. Cemoval of a director c. Expiration of the term of a director d. Dis)ualification of a director 

    *9. $he executive committee must have at least:a. $hree members who must act with an unanimous vote of all its membersb. hree members who must at by a maority (ote of all the members

    c. Give members who must act with an unanimous vote of all its membersd. Give members who must act by a ma/ority vote of all its members

    4. 0hat may be the composition of the executive committee of a corporation=a. Directorsb. Btockholders who are neither officers nor directorsc. (fficers who are neither stockholders nor directorsd. - combination of >a?, >b?, and >c?

    a.b. Group 1 (VSA-IRS)

    c. Aala, Jessie

    d. Abdulhamid, Hamida

    e. Anasco, Kim aira

    !. Alila, "a#a $i!ann% 

    &. A&uihap, Je!!re% 

    h.i.

     /.

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