CCC Car, Inc.

obtained a loan from BBB Bank, which fund was used to import ten (10) units of Mercedes
Benz class !ehicles. "pon arri!al of the !ehicles and before release of said !ehicles to CCC Car, Inc., #
and $, the %resident and &reasurer, respecti!el', of CCC Car, Inc. si(ned the &rust )eceipt to co!er the
!alue of the ten (10) units of Mercedes Benz class !ehicles after which, the !ehicles were all deli!ered
to the Car displa' room of CCC Car, Inc. ale of the !ehicles were slow, and it took a month to dispose of
the ten (10) units. CCC Car, Inc. wanted to be in business and to sa!e on !arious documentations re*uired
b' the bank, decided that instead of turnin( o!er the proceeds of the sales, CCC Car, Inc. used the
proceeds to bu' another ten (10) units of BM+ , series.
a. Is the action of CCC Car, Inc. le(all' -ustified. /0plain 'our answer. (12)
3o, the action of CCC Car, Inc. is not le(all' -ustified because under the trust receipt law
the bu'er as entrustee is obli(ated to sell the (oods and appl' the proceeds to the pa'ment of the
loan e0tended b' the entrustee4bank. &he bu'er will onl' (et the balance of the proceeds of the
sale after makin( such application.
b. +ill the corporate officers of CCC Car, Inc. be held liable under the circumstances. /0plain 'our
answer. (12)
$es, pursuant to ection ,1 of the Corporation Code the corporate officers of CCC Car,
Inc. shall be held liable -ointl' and se!erall' for all dama(es resultin( therefrom under the
circumstances because the' willfull' and knowin(l' !ote for or assent to patentl' unlawful acts
of the corporation. In the case at bar, there was a !iolation of the pro!isions on &rust )eceipt 5aw.
VI
# is a 6ilipino immi(rant residin( in acramento, California. $ is a 6ilipino residin( in 7uezon Cit',
%hilippines. 8 is a resident alien residin( in Makati Cit'. 999 Corporation is a domestic corporation 4
:02 owned b' forei(ners and ;02 owned b' 6ilipinos, with & as authorized representati!e. CCC
Corporation is a forei(n corporation re(istered with the %hilippine ecurities and /0chan(e Commission.
<<< Corporation is a domestic corporation (1002) 6ilipino owned. is a 6ilipino, 1; 'ears of a(e, arid
the dau(hter of $.
a. +ho can be incorporators. +ho can be subscribers. (=2)
#, $, 8 can be incorporators because the Corporation Code re*uires that onl' natural
person who is of le(al a(e can *ualif' as an incorporator pro!ided that ma-orit' of them
shall be a resident in the %hilippines. >ll of them can be subscribers with the e0ception
of who is a minor because under the law a minor has no le(al capacit' to enter into a
!alid contract. #, $, 8 can be subscribers because an incorporator is necessaril' a
subscriber to at least one share of the capital stock of the corporation. 999, CCC, and
<<< Corp can also be subscribers because the Code does not pro!ide a prohibition on
e0istin( corporation to be a subscriber in another corporation.
b. +hat are the differences between an incorporator and a subscriber, if there are an'. (=2)
>n incorporator is one who is mentioned in the articles of incorporation as ori(inall'
formin( and composin( the corporation and who e0ecuted and si(ned the articles of
incorporation and acknowled(ed the same before a notar' public. > subscriber is one who
has a(reed to take and pa' for ori(inal, unissued shares of a corporation formed or to be
formed.
>ll incorporators are subscribers but a subscriber need not be an incorporator.
c. +ho are *ualified to become members of the board of directors of the corporation. (=2)
#, $, 8
d. +ho are *ualified to act as &reasurer of the compan'. (=2)
/ither 8 or $ ma' act as a &reasurer.
e. +ho can be appointed Corporate ecretar'. (=2)
/ither 8 or $ shall be the C because a secretar' shall be a resident and citizen of the
%hilippines. >n' one of them ma' hold a concurrent position as a Corporate &reasure or
ecretar' because what the law prohibits is the concurrent position of bein( a corporate
president and a treasurer or secretar' as the case ma' be.
IX
>, B, C, ?, / are all dul' elected members of the Board of ?irectors of #$8 Corporation. 6, the (eneral
mana(er, entered into a suppl' contract with an >merican firm. &he contract was dul' appro!ed b' the
Board of ?irectors. @owe!er, with the knowled(e and consent of 6, no deli!eries were made to the
>merican firm. >s a result of the non4deli!er' of the promised supplies, the >merican firm incurred
dama(es. &he >merican firm would like to file a suit for dama(es. Can the >merican firm sueA
a. &he members of the Board of ?irectors indi!iduall', because the' appro!ed the transaction. (=2)
3o, the >merican firm cannot sue the Board of ?irectors indi!iduall' for the
conse*uences of their act as lon( the act is for and on behalf of the corporation, done in
(ood faith and within the scope of their authorit'. &he indi!idual Board of ?irectors has
separate and distinct personalit' from the corporation itself.
b. &he corporation. (=2)
$es, the corporation ma' be sued because it has a personalit' separate and distinct from
that of its officers and should alone be liable for its corporate acts and liabilities.
c. 6, the (eneral mana(er, personall', because the non4deli!er' was with his knowled(e and
consent. (=2)
6, as a corporate officer, ma' be sued pursuant to ection ,1 of the Corporation Code
because he is (uilt' of (ross ne(li(ence or bad faith in directin( the affairs of the
corporation and shall be liable -ointl' and se!erall' for all dama(es resultin( therefrom
suffered b' the >merican firm.
d. /0plain the rules on liabilities of a corporation for the act of its corporate officers and the
liabilities of the corporate officers and Board of ?irectors of a corporation actin( in behalf of the
corporation. (:2)
> corporation shall be liable for authorized acts of its corporate officers for such act is a
!alid corporate act. @owe!er, under ection ,1, the corporate officers and Board of
?irectors of a corporation actin( in behalf of the corporation shall be held solidaril'
liable for all dama(es resultin( therefrom suffered b' the corporation, its stockholders or
members, or other persons when he willfull' and knowin(l' !otes for or assents to
patentl' unlawful acts of the corporation or who are (uilt' of (ross ne(li(ence or bad
faith in directin( the affairs of the corporation or ac*uire an' personal or pecuniar'
interest in conflict with their dut' as such directors or trustees.
X
>>> Corporation is a bank. &he operations of >>> Corporation as a bank was not doin( well. o, to
a!ert an' bank run, >>> Corporation, with the appro!al of the Monetar' Board, sold all its assets and
liabilities to BBB Bankin( Corporation which includes all deposit accounts. In effect then, BBB
Corporation will ser!ice all deposits of all depositors of >>> Corporation.
a. +ill the sale of all assets and liabilities of >>> Corporation to BBB Bankin( Corporation
automaticall' dissol!e or terminate the corporate e0istence of >>> Corporation. /0plain 'our
answer. (12)
3o, the sale of all assets and liabilities of >>> Corporation to BBB Bankin( Corporation
does not automaticall' dissol!e or terminate the corporate e0istence of >>> Corporation.
>s a rule, the mere sale of all corporationB assets does not amount to a mer(er. But if
from the transaction, there is an assumption of the liabilities of the transferor, a mer(er
has been effected. +here the mer(er is effected under ection :0 and not under the
Cstatutor' mer(erC authorized under &itle I#, althou(h the mer(er would result in
dissol!in( the absorbed corporation, the dissolution is not le(all' effected b' operation of
such mer(er because the Code pro!ides for the means of achie!in( this end. >
corporation, bein( a le(al creation, can onl' be dissol!ed in the manner prescribed b' the
law which (a!e it life. &he mer(er shall be effecti!e upon issuance b' the ecurities and
/0chan(e Commission of a certificate of mer(er.
b. +hat are the le(al re*uirements in order that a corporation ma' be dissol!ed. (12)
In case of !oluntar' dissolution where no creditors are affectedA
1. > meetin( must be held on the call of directors
=. 3otice of meetin( should be (i!en to the stockholders and the same shall be published
,. &he resolution to dissol!e must be appro!ed b' the ma-orit' of the directors or trustees and
appro!ed b' the stockholders representin( at least =D, of the EC or =D, of members.
:. > cop' of the resolution must be certified b' ma-orit' of the directorsDtrustees and countersi(ned
b' the secretar'
1. &he si(ned and countersi(ned cop' will be filed with the /C and the latter will issue the
certificate of dissolution.
Foluntar' dissolution where creditors are affectedA
1. >ppro!al of the stockholders representin( at least =D, of the EC or =D, of members in a
meetin( dul' called for the purposeG
=. 6ilin( of a %etition with the /C. Claims and demands must be stated in the petition.
?issolution b' shortenin( the Corporate termA
1. >mendin( the >rticle of Incorporation appro!ed b' the ma-orit' of the directors or
trustees and appro!ed b' the stockholders representin( at least =D, of the EC or =D, of
members.
=. &he amendments shall take effect upon their appro!al b' the ecurities and /0chan(e
Commission.
In!oluntar' dissolutionA
1. 6ilin( a !erified complaint and after proper notice and hearin( on the (rounds pro!ided b'
e0istin( laws, rules and re(ulations.
=.