guerrero special contracts (2009)

8/6/2019 Guerrero Special Contracts (2009)

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Study GuideSpecial Contracts (Civil Law)

Michael Vernon Guerrero Mendiola2009

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


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SPECIAL CONTRACTS (6Q platform)

Partnership

WHAT

1767 definition

1769 clarifications1775 secret articles

KINDS

1776 kinds

*Universal (in relation to particular)1777 kinds1778, 1779 All Present properties1780, 1781 All Profits

*Limited (in relation to general)1843 definition

START

[in general]

1771 object1772 > 3k1773 properties1784 when

[limited]

1844 requirements1849 additional limited partners1867 partnerships prior to Civil Code

END

[in general]

1770 par 2 unlawful1813 effects of assignee1828 what1829 when1830 how1831 application in court

1832 effects1833 liabilities to co-partners, in dissolution1834 how partnership bound after dissolution1835 discharge of liabilities1836 right to wind up affairs1837 application of partnership property to discharge1838 party entitled to rescind1839 settling accounts1840 creditors of dissolved partnership and personcontinuing partnership

[limited]

1860 due to causes pertaining to general partners

1863 settling accounts1864 cancellation / amendments1865 writings to amendments

RIGHTS (WHILE EXISTING)

[in general]

*Partners

general1774 immovable properties1785 partnership with term viz at will1796 reimbursement for expenses1797 losses and profits

LIABILITIES/OBLIGATIONS (WHILE EXISTING)

[in general]

*Partners

contributions and shares1786 contributions1787 contributions on goods1788 debt to partnership1789 limitations to industrial partner


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1798 designation of losses and profits1799 void exclusions1810 property r ights1811 co-ownership of specific property1812 partners' interest1818 agency/acts1819 conveyance of properties

managing1800 sole, powers1801 joint1802 joint consenting1803 rules, when not stipulated

associate1804 consent to be partner

[limited]

1850 rights, general partners1851 rights, limited partners

1853 rights, general at same time limited partner1855 priorities among limited partners1856 sharing, limited partners1857 requirements prior to sharing, limited partners1859 assignability of share, limited partner1861 heirs on death of limited partner1866 proper party for or against partnership

1790 % sharing1791 emergency, demand on contributions1792 credits for partnership and self1793 collection, when debtor insolvent1794 liabilities for damages1795 risk of non-fungible specific and determinate things1808 limitations on capitalist partners1814 debtor-partner1815 names1816 pro-rata liabilities to 3rd parties1817 void exclusions for liabilities1824 relation to 1822 and 18231825 representations1826 new partner

accounting1805 books1806 true information1807 accounting1809 formal accounting1827 preference of credits

*Partnership1820 admission by partners1821 notice to partners1822 acts and omissions of partners1823 liabilities for losses

[limited]

1845 contributions1846 names1847 liabilities for false statements in certificate1848, 1852 limited liabilities

1854 limitation on limited partner as creditor1858 liabilities of limited partner in partnership1862 creditors of limited partners

Agency

WHAT

1868 definition

1875 presumption to compensation

KINDS

1869 express / implied

1876 general / special1877 general

1878 special1879, 1880 scope of special1926 special revoking general

START

[implied]

1870 acceptance of agent1871 between persons who are present1872 between persons who are absent

END

1919 modes of extinguishment1920 revocation at will1923 appointment of new agent1924 direct management by principal1928 withdrawal of agent


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[express]

1873 by advertisement1874 interest to land, in writing

1927 non-revocation, due to dependent bilateral contract1930 non-revocation on death of principal when forcommon interest of principal and agent

RIGHTS (special)

[agent]

1890 creditor1899 principal, no ignorance of acts of agent1914 retention in pledge of objects until reimbursement1931 validity of acts after death of principal, fact of deathunknown to agent

[3rd parties]

1902 demand for presentation for authority1916 transactions with both agent and principal1921 no prejudice when agency for specified persons

1922 general powers, no prejudice done in good faith

[principal]

1918 when not liable for expenses1925 revocation by multiple principals on sametransaction

OBLIGATIONS/LIABILITIES

[agent]

1881 scope of authority1909 scope of responsibility1887 instructions of principal1882 excess of authority1892, 1893 substitution1894 joint1895 solidary

1885 diligence of property of one who declines agency1929 obligations after withdrawal

1884 performance due to acceptance1886 when advances necessary1888 diligence not to execute due to loss/disadvantage1891 accounting

1883 agency, in the name of agent1889 liabilities for conflict of interest1896 interests ($)1897 liabilities to 3rd parties1898 unratified act1901 3rd parties and ratified acts

1903 commission agent, goods1904 commission agent, goods from different principals1905 commission agent, no sale on credit1906 commission agent, report requirement on sale oncredit1907 commission agent, guarantee commission1908 commission agent, collection of due amounts

[heirs of agent]1932 report as to death of agent

[principal]

1910 compliance1911 solidary liability with agent

1912 advanced sums1913 indemnification of agent of damages1915 liabilities of joint principals1917 liabilities in same transactions to multiple 3rd parties

Loan

WHAT

1933 Definition

KINDS

1933 simple loan / commodatum


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[commodatum]1935 nature of commodatum1936 consumable goods as subject of commodatum1937 properties object of commodatum1938 non-requisite of ownership1939 purely personal1940 valid stipulation to use fruits

[mutuum]1953 nature of mutuum1954 (when it is barter)1955 objects1956, 1958, 1959, 1960interests(1957, 1961 usury)

START

1934 accepted promise

END

(see mode of extinguishment, oblicon)

RIGHTS

[bailee]1943 non-liability for ordinary deterioration


[bailee]1941 ordinary expenses1942 loss of thing1944 non-retention (qualified with 1951)1945 joint bailees1950 other expenses besides 1941 and 1949

[bailor]1946, 1947, 1948 demand for return of thing1949 extraordinary expenses1951 damages due to undeclared flaws1952 cannot abandon thing

Deposit

WHAT

1962 definition

1965 nature1966 object

1978 when it becomes commodatum1980 when it is loan

KINDS

1964 extrajudicial/judicial1967 extrajudicial deposit (voluntary / necessary)

[voluntary]1968 definition1969 form1970, 1971 incapacity to contract, effects1986 loss of capacity in the interim

[necessary]1996 definition1997 rules1998 deposit by travellers in inns or hotels

[judicial]2005 judicial deposit2006 object2009 application of ROC

START END


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1963 perfection2005 judicial deposit, when

1995 voluntary deposit2007 judicial deposit

RIGHTS

*Voluntary

[depositary]1976 commingling of generic things1982 when necessary to open locks1989 return under justifiable reasons1994 retention

[depositor]1985 joint depositors

*Necessary2002 non-liability for acts of guest or character of thing2004 retention


*voluntary

[depositary]1972, 1981, 1983, 1987, 1988 keep and return (thing,lock, fruits, place, time)1973 non-deposit to 3rd persons1974 notification in changes in way of deposit1975 collection of interests on instruments1977 prevention to use1979 loss1984 ownership issues1990 money received for loss1991 heirs selling deposit

[depositor]

1992 reimbursement of expenses1993 losses due to character of thing

*necessary[depositary]1998, 1999 due diligence2000, 2001 losses2003 responsibility even if posts says no liability

*judicial[depositary]2007 responsibil ity2008 diligence

Aleatory contracts: Insurance, Gambling, Life AnnuityCompromises and Arbitrations

Guaranty (except legal and judicial bonds)

WHAT

2047 definition

2048 nature2049 no requisite of spousal consent2050 consent of principal debtor2052 must arise from valid obligation2053 security for future debts2054 limits to amounts2055 not presumed

KINDS

2051 conventional, legal, judicial, gratuitous, byonerous title

START

2058 when guarantor bound

END

2076 extinguishment of principal obligation2077 creditor's acceptance of property as payment ofdebt2078 release of guarantor without consent of others2079 extension grant to debtor by creditor


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2080 when guarantor cannot subrogate

RIGHTS

[creditor]2057 substitution of guarantor

[guarantor]

2059, 2060 excussion2062 defense in actions2063 benefits of compromise between creditor anddebtor2071 rights even before payment2072 guarantee by accommodation2081 defenses against creditor inherent to the debt

2064 sub-guarantor

2065 co-guarantors2073 reimbursement from co-guarantors2074 defenses against co-guarantors

[debtor]2068 defenses against guarantor who pays withoutnotification2069 defenses against guarantor who pays before due


[debtor]2056 furnish guarantor, quality2061 effects of excussion2066, 2067 indemnification of guarantor who pays,

subrogation

[guarantor]2070 effects of double payment2075 responsibility of sub-guarantor to co-guarantors

Pledge, Mortgage, and Antichresis

WHAT

[in general]

2091 nature

2085 requisites

2086 based on valid contracts2087 effect when principal obligation is due2088 non-appropriation of properties2089 indivisible pledge/mortgage, divisible debt2090 indivisible pledge/mortgage, non-solidary debtors

KINDS

*Pledge2093 2085+ possession of thing2094, 2095 objects

2115 effect of sale to principal obligation

*Mortgage2125 2085+ recorded in public registry2124 objects2126 effect of mortgage to property2127 scope (including fruits)2128 alienation of mortgage credit to 3rd persons

*Antichresis2132 definition2139 applicability of last par 2085, 2089, 2090, 20912133 valuation of fruits2134 form2137 creditor does not acquire ownership (exceptthrough foreclosure)2138 interests ($)

*Chattel Mortgage2140 definition2141 applicability of provisions on pledge not contrary toChattel Mortgage Law

START END


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*Pledge2093 2085+ possession of thing2121 pledges by operation of law (see 546, 1731, and1994)

*Mortgage2131 other form, extent and consequence (creation,modification, extinction) = special law

*Pledge2110 return of thing2111 statement to renounce or abandon2112, 2114 auction sale (principal obligation notsatisfied), acceptance of bid2122 auction sale (on pledges by operation of law)

*Mortgage2131 other form, extent and consequence (creation,modification, extinction) = special law

RIGHTS

*Pledge

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

[3rd person, with right to thing pledged]2117 satisfaction of amounts due

2120 similar rights to guarantor

[pledgor-debtor]2097 alienation of thing pledged2103 retention of ownership2106 requirement to have thing deposited2107 replacement object2108 cause to have object sold at public auction

2105 no right to ask return until debt extinguished

[pledgee-creditor]2098 retention2099 diligence2102 fruits2109 demand for another thing if deceived2113 better right at public auction2118 collection prior to redemption2119 choice on things pledged

2100 no right to deposit thing pledged2104 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


*Pledge

[pledgor]2101 responsibility similar to bailor in commodatum

[pledgee-creditor]2116 notification to pledgee of result of auction sale

*Antichresis

[creditor]2135 payment of taxes, charges, necessary expenses

guerrero special contracts (2009)

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