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Commercial Law Review I

Subjects Covered

1.
2.
3.
4.
5.
6.
7.

Merchants & Commercial Transactions


Commercial Documents And Laws Involving Chattels
Warehouse Receipts Law (Act. No. 2137)
General Bonded Warehouse Law (Act. No. 3893, RA No. 247)
Letters of Credit (Code of Commerce)
Trust Receipts (PD 115)
Bulk Sales Law

8.
9.
10.
11.

Chattel Mortgage Law


Real Estate Mortgage Law
Insolvency Law
Negotiable Documents of Title of Goods

12.
13.
14.

Intellectual Property Law (RA No. 8293)


Retail Trade Liberalization Act of 2000
Consumer Act

MERCHANTS AND COMMERCIAL TRANSACTIONS


(Art. 1-63 and 239-243, Code of Commerce)
COMMERCE
a.
A branch of human activity
b.
the purpose of which is to bring products to the consumer by means of e
xchanges or operations
c.
Which tend to supply and extend to him habitually
d.
With intent to gain at the proper time and place and in good quality and
quantity
COMMERCIAL LAW
a.
b.

Branch of private law


which regulates the juridical relations arising from commercial acts

whole body of substantive jurisprudence applicable to the rights, interc


ourse and relations of persons engaged in commerce, trade or mercantile pursuits

MERCHANTS
i.
those having capacity to engage in commerce, habitually devote themselve
s thereto
ii.
commercial or industrial associations organized in accordance with the C
ode
A.

Foreign Merchants

1.

Engage in Commerce

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capacity to contract (governed by law of their country)
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As to creation of their establishments in foreign territories, mercantil
e operations, and jurisdiction of the courts of the Philippines (provisions of t
he Code of Commerce)
2.

Investing in the Philippines

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Regulated by Foreign Investment Act (R.A. No. 7042)


Prohibit from investing in industries covered by negative list:

I.
Those reserved for filipinos by the constitution and other laws
II.
Defense related industries or those with health and moral implications a
nd domestics market enterprises needing capital of not more than $500,000
III.
Industries in area already adequately covered
B.

Filipino Merchants

1.

Natural Persons

Qualifications:
i.
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Legal capacity to engage in commerce


Of legal age (18 yrs )

ii.

Habitually engaged in commerce (habituality)

2.

Juridical Person

Qualifications:
i.
ii.
iii.

Industrial or commercial company


Organized in accordance with existing legislation
Habitually engaged in commerce

HABITUALITY
1.

Series of acts

o
The repetition and continuation of commercial acts in such manner that t
hey are related to each other by reason of the commercial purpose or end which t
hey tend to have, which is, the exchange or circulation of products
2.

Single act

o
Act which manifests the intention to engage habitually in commerce (exam
ple: public announcement)

Presumption of Habituality
?
Exists from the moment a person who intends to engage in commerce announ
ces through circulars, newspaper, handbills, posters exhibited to the public or
in any other manner whatsoever, an establishment which has for its object some c
ommercial operations (Art. 3)
Disqualifications from engaging in Commerce
A.

Absolute disqualification

i.
ii.
iii.

Those serving the penalty of civil interdiction


Those judicially declared insolvent
Those who are absolute disqualified under special laws (Art. 13)

B.

Relative disqualification

i.
Certain government officials, such as judicial officers, prosecutors, de
partment heads, collectors and custodian of government funds
ii.
Money and commercial brokers
iii.
Those who are under relative disqualification under special laws (Art. 1
4)
iv.
Members of Congress (Art. 6, Sec. 14)
v.
President, vice-president, members of cabinet and their deputies or assi
stants (Art. 7, Sec. 13)
vi.
Members of constitutional commission (Ar. 9 Sec. 2)
Required Books Of Merchants
A.
Under the Code of Commerce
i.
Book of inventories and balances, containing a statement of his assets,
a statement of his liabilities and a statement of the difference between the two
which constitutes his capital
ii.
A journal containing his day-to-day operations
iii.
A ledger containing the accounts classified as to objects or persons
iv.
Copying book of letters and telegrams
v.
Book of minutes (juridical person)
B.
i.

Under the Special Laws


Stock and transfer book (Corporation Code)

C.
i.
ii.
iii.

Under the National Internal Revenue Code


Bookkeeping records
Journal and ledger for sales , earnings, receipts or output
Audited book

COMMERCIAL CONTRACT
o
Those entered into by merchants in the pursuit of their activities as su
ch merchants, those involving articles of commerce, or those defined as such con
tract by certain special commercial laws

o
An agreement between two or more merchants or non-merchants binding them
selves to give or to do something in commercial transactions
o

Governed by code of commerce and the civil code with suppletory effect

Formalities:
General Rule:
Need not be in any particular form
Exceptions:
Solemn Contracts
contracts required by the Code or apecial laws to be in writing
or in a certain form
Foreign contracts executed abroad, required by the lawsof those countries to be
n some form, although Philippine laws does not require them
Exact date of Perfection:
General Rule:
All contracts, whether civil or commercial are perfected from the moment the off
eror has notice of the offeree s acceptance (Cognition theory
Art. 1319, CC)
Exception:
Commercial contracts entered into by correspondence are perfected from the momen
t the offeree accepts the offer even before the said acceptance by the offeror
(Manifestation Theory
Art. 54, Code of Commerce : only those contracts governed
by Code of Commerce)
JOINT ACCOUNT (2000 BAR)
o
Cuentas en participacion
o
A business arrangement whereby two or more persons interest themselves i
n the business of another making contributions thereto, and participating in the
results of the business
Features:
i.
Only one member is ostensible; the others are silent
ii.
No common name
iii.
Only the ostensible partner can sue or be sued
iv.
No common fund
JOINT ACCOUNT
PARTNERSHIP
COMMON NAME
None
present
COMMON FUND
None
present
JURIDICAL PERSONALITY
None
present

LIABILITY OF PARTNERS TO 3RD PERSONS


Only the ostensible partner is liable
All general partners are liable
MANAGEMENT
Managed by the ostensible partner alone
All partners participate in the management, unless they agreed to have a managin
g partner
JOINT ADVENTURE
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An American concept similar to our joint accounts
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A sort of informal partnership with no firm name and no legal personalit
y
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The participating merchants can transact business under their own name a
nd can be individually liable therefore
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Usually but not necessarily is limited to a single transaction although
the business of pursuing to a successful termination may continue for a number o
f years
* partnership relates to a continuing business of various transactions of a cert
ain kind