Guerrero Special Contracts (2009)

Study Guide Special Contracts (Civil Law) Michael Vernon Guerrero Mendiola 2009 Berne Guerrero entered AUSL in June 2002 and eventually graduated from AUSL in 2006. He passed the Philippine bar examinations immediately after (April 2007). He started to teach technology and the law at AUSL in 2008.

www.berneguerrero.com

SPECIAL CONTRACTS (6Q platform) Partnership WHAT

KINDS

1767

definition

1776

kinds

1769 1775

clarifications secret articles

*Universal (in relation to particular) 1777 kinds 1778, 1779 All Present properties 1780, 1781 All Profits *Limited (in relation to general) 1843 definition

START

END

[in general]

[in general]

1771 1772 1773 1784

object > 3k properties when

1770 par 2 unlawful 1813 effects of assignee 1828 what 1829 when 1830 how 1831 application in court

requirements additional limited partners partnerships prior to Civil Code

1832 effects 1833 liabilities to co-partners, in dissolution 1834 how partnership bound after dissolution 1835 discharge of liabilities 1836 right to wind up affairs 1837 application of partnership property to discharge 1838 party entitled to rescind 1839 settling accounts 1840 creditors of dissolved partnership and person continuing partnership

[limited] 1844 1849 1867

[limited] 1860

due to causes pertaining to general partners

1863 1864 1865

settling accounts cancellation / amendments writings to amendments

RIGHTS (WHILE EXISTING)

LIABILITIES/OBLIGATIONS (WHILE EXISTING)

[in general]

[in general]

*Partners

*Partners

general 1774 immovable properties 1785 partnership with term viz at will 1796 reimbursement for expenses 1797 losses and profits

contributions and shares 1786 contributions 1787 contributions on goods 1788 debt to partnership 1789 limitations to industrial partner

1798 1799 1810 1811 1812 1818 1819

designation of losses and profits void exclusions property rights co-ownership of specific property partners' interest agency/acts conveyance of properties

managing 1800 sole, powers 1801 joint 1802 joint consenting 1803 rules, when not stipulated associate 1804 consent to be partner [limited] 1850 1851 1853 1855 1856 1857 1859 1861 1866

rights, general partners rights, limited partners rights, general at same time limited partner priorities among limited partners sharing, limited partners requirements prior to sharing, limited partners assignability of share, limited partner heirs on death of limited partner proper party for or against partnership

1790 1791 1792 1793 1794 1795 1808 1814 1815 1816 1817 1824 1825 1826

% sharing emergency, demand on contributions credits for partnership and self collection, when debtor insolvent liabilities for damages risk of non-fungible specific and determinate things limitations on capitalist partners debtor-partner names pro-rata liabilities to 3rd parties void exclusions for liabilities relation to 1822 and 1823 representations new partner

accounting 1805 books 1806 true information 1807 accounting 1809 formal accounting 1827 preference of credits *Partnership 1820 admission by partners 1821 notice to partners 1822 acts and omissions of partners 1823 liabilities for losses [limited] 1845 contributions 1846 names 1847 liabilities for false statements in certificate 1848, 1852 limited liabilities 1854 limitation on limited partner as creditor 1858 liabilities of limited partner in partnership 1862 creditors of limited partners

Agency WHAT

KINDS

1868

definition

1869

1875

presumption to compensation

1876 general / special 1877 general 1878 special 1879, 1880 scope of special 1926 special revoking general

START

END

[implied]

1919 1920 1923 1924 1928

1870 1871 1872

acceptance of agent between persons who are present between persons who are absent

express / implied

modes of extinguishment revocation at will appointment of new agent direct management by principal withdrawal of agent

[express] 1873 1874

by advertisement interest to land, in writing

1927 non-revocation, due to dependent bilateral contract 1930 non-revocation on death of principal when for common interest of principal and agent

RIGHTS (special)

OBLIGATIONS/LIABILITIES

[agent]

[agent]

1890 creditor 1899 principal, no ignorance of acts of agent 1914 retention in pledge of objects until reimbursement 1931 validity of acts after death of principal, fact of death unknown to agent

1881 scope of authority 1909 scope of responsibility 1887 instructions of principal 1882 excess of authority 1892, 1893 substitution 1894 joint 1895 solidary

[3rd parties] 1902 1916 1921 1922

demand for presentation for authority transactions with both agent and principal no prejudice when agency for specified persons general powers, no prejudice done in good faith

[principal] 1918 when not liable for expenses 1925 revocation by multiple principals on same transaction

1885 1929

diligence of property of one who declines agency obligations after withdrawal

1884 1886 1888 1891

performance due to acceptance when advances necessary diligence not to execute due to loss/disadvantage accounting

1883 1889 1896 1897 1898 1901

agency, in the name of agent liabilities for conflict of interest interests ($) liabilities to 3rd parties unratified act 3rd parties and ratified acts

1903 1904 1905 1906 credit 1907 1908

commission agent, goods commission agent, goods from different principals commission agent, no sale on credit commission agent, report requirement on sale on commission agent, guarantee commission commission agent, collection of due amounts

[heirs of agent] 1932 report as to death of agent [principal] 1910 1911 1912 1913 1915 1917

compliance solidary liability with agent advanced sums indemnification of agent of damages liabilities of joint principals liabilities in same transactions to multiple 3rd parties

Loan WHAT 1933

KINDS Definition

1933

simple loan / commodatum

[commodatum] 1935 nature of commodatum 1936 consumable goods as subject of commodatum 1937 properties object of commodatum 1938 non-requisite of ownership 1939 purely personal 1940 valid stipulation to use fruits [mutuum] 1953 nature of mutuum 1954 (when it is barter) 1955 objects 1956, 1958, 1959, 1960interests (1957, 1961 usury) START 1934

END accepted promise

(see mode of extinguishment, oblicon)

RIGHTS

OBLIGATIONS/LIABILITIES

[bailee] 1943 non-liability for ordinary deterioration

[bailee] 1941 1942 1944 1945 1950

ordinary expenses loss of thing non-retention (qualified with 1951) joint bailees other expenses besides 1941 and 1949

[bailor] 1946, 1947, 1948 demand for return of thing 1949 extraordinary expenses 1951 damages due to undeclared flaws 1952 cannot abandon thing Deposit WHAT

KINDS

1962

definition

1965 1966

nature object

1978 1980

when it becomes commodatum when it is loan

1964 1967

extrajudicial/judicial extrajudicial deposit (voluntary / necessary)

[voluntary] 1968 definition 1969 form 1970, 1971 incapacity to contract, effects 1986 loss of capacity in the interim [necessary] 1996 definition 1997 rules 1998 deposit by travellers in inns or hotels [judicial] 2005 judicial deposit 2006 object 2009 application of ROC

START

END

1963 2005

perfection judicial deposit, when

1995 2007

voluntary deposit judicial deposit

RIGHTS

OBLIGATIONS/LIABILITIES

*Voluntary

*voluntary

[depositary] 1976 commingling of generic things 1982 when necessary to open locks 1989 return under justifiable reasons 1994 retention

[depositary] 1972, 1981, 1983, 1987, 1988 keep and return (thing, lock, fruits, place, time) 1973 non-deposit to 3rd persons 1974 notification in changes in way of deposit 1975 collection of interests on instruments 1977 prevention to use 1979 loss 1984 ownership issues 1990 money received for loss 1991 heirs selling deposit

[depositor] 1985 joint depositors *Necessary 2002 non-liability for acts of guest or character of thing 2004 retention

[depositor] 1992 reimbursement of expenses 1993 losses due to character of thing *necessary [depositary] 1998, 1999 due diligence 2000, 2001 losses 2003 responsibility even if posts says no liability *judicial [depositary] 2007 responsibility 2008 diligence Aleatory contracts: Insurance, Gambling, Life Annuity Compromises and Arbitrations Guaranty (except legal and judicial bonds) WHAT

KINDS

2047

definition

2048 2049 2050 2052 2053 2054 2055

nature no requisite of spousal consent consent of principal debtor must arise from valid obligation security for future debts limits to amounts not presumed

START 2058

2051 conventional, legal, judicial, gratuitous, by onerous title

END when guarantor bound

2076 2077 debt 2078 2079

extinguishment of principal obligation creditor's acceptance of property as payment of release of guarantor without consent of others extension grant to debtor by creditor

2080

when guarantor cannot subrogate

RIGHTS

OBLIGATIONS/LIABILITIES

[creditor] 2057 substitution of guarantor

[debtor] 2056 furnish guarantor, quality 2061 effects of excussion 2066, 2067 indemnification of guarantor who pays, subrogation

[guarantor] 2059, 2060 excussion 2062 defense in actions 2063 benefits of compromise between creditor and debtor 2071 rights even before payment 2072 guarantee by accommodation 2081 defenses against creditor inherent to the debt 2064

sub-guarantor

2065 2073 2074

co-guarantors reimbursement from co-guarantors defenses against co-guarantors

[guarantor] 2070 effects of double payment 2075 responsibility of sub-guarantor to co-guarantors

[debtor] 2068 defenses against guarantor who pays without notification 2069 defenses against guarantor who pays before due Pledge, Mortgage, and Antichresis WHAT

KINDS

[in general]

*Pledge 2093 2085+ possession of thing 2094, 2095 objects 2115 effect of sale to principal obligation

2091 2085

nature requisites

2086 2087 2088 2089 2090

based on valid contracts effect when principal obligation is due non-appropriation of properties indivisible pledge/mortgage, divisible debt indivisible pledge/mortgage, non-solidary debtors

*Mortgage 2125 2085+ recorded in public registry 2124 objects 2126 effect of mortgage to property 2127 scope (including fruits) 2128 alienation of mortgage credit to 3rd persons *Antichresis 2132 definition 2139 applicability of last par 2085, 2089, 2090, 2091 2133 valuation of fruits 2134 form 2137 creditor does not acquire ownership (except through foreclosure) 2138 interests ($) *Chattel Mortgage 2140 definition 2141 applicability of provisions on pledge not contrary to Chattel Mortgage Law

START

END

*Pledge 2093 2085+ possession of thing 2121 pledges by operation of law (see 546, 1731, and 1994) *Mortgage 2131 other form, extent and consequence (creation, modification, extinction) = special law

*Pledge 2110 return of thing 2111 statement to renounce or abandon 2112, 2114 auction sale (principal obligation not satisfied), acceptance of bid 2122 auction sale (on pledges by operation of law) *Mortgage 2131 other form, extent and consequence (creation, modification, extinction) = special law

RIGHTS

OBLIGATIONS/LIABILITIES

*Pledge

*Pledge

[3rd parties] 2096 non-binding if description and date not in public instrument

[pledgor] 2101 responsibility similar to bailor in commodatum

[3rd person, with right to thing pledged] 2117 satisfaction of amounts due 2120 similar rights to guarantor [pledgor-debtor] 2097 alienation of thing pledged 2103 retention of ownership 2106 requirement to have thing deposited 2107 replacement object 2108 cause to have object sold at public auction 2105

no right to ask return until debt extinguished

[pledgee-creditor] 2098 retention 2099 diligence 2102 fruits 2109 demand for another thing if deceived 2113 better right at public auction 2118 collection prior to redemption 2119 choice on things pledged 2100 2104

no right to deposit thing pledged no right to use

*mortgage [mortgagee-creditor] 2129 payment of credit of 3rd person in possession [mortgagor-owner] 2130 right to alienate property *antichresis [creditor] 2136 exemption to obligations in 2135

[pledgee-creditor] 2116 notification to pledgee of result of auction sale *Antichresis [creditor] 2135 payment of taxes, charges, necessary expenses