AVELINO LANGGUYAN

PAGANDIYAN; StudentID: 2005931

Strengths and Improvement Opportunities

My Score
(27/105)*
*All points for essays have not been assigned. This may not be the final score.

QUESTION POINTS
CORRECT INCORRECT PARTIAL CREDIT

1
A: 9. 1. Yes. It is valid under the law that the existing stockholder can exercise their right of preemtion to maintain the proportion of
their equity in the corporation. Thus, Gong Yu as the existing stockholder has the right to the 1 million new share to maintain a
proportion of his equity ownership in Pogi Inc. Denial of this right will make Hyun Bin have more shares of stock to the detriment of
Gong Yu. 2. No. This is so since it will not impair or reduce equity ownership of Gong Yu. Disposal of such unsubscribed shares to
Hyun Bin is will not affect the equity ownership of Gong Yu.

2
A: 10. 1. Control test is when a corporation is 60% filipino owned and 40% foreign owned equity both as to capital an full beneficial
ownership coupled with 60% and 40% voting block. Grandfather father rules is applicable in a situation where there is doubt as to
nationality of the corporation in question and after application of the control test. There is a need to trace the grand father
coroporation if indeed it is whether Filipino owned or foreigne owned corporation. 2. Yes. Applying the control test, it is clear that the
60%-40% threshhold is complied. 60% beneficial ownership and voting block belongs to Filipinos. Thus, there was compliance of
the requirement of the law.

3
A: 11. 1. The cross-claim is untenable. For a partnership to exist the contribution which is beyond 500 pesos should be put into
writing, inventory of the properties contributed must be recorded and attached to the application for the issuance of articles of
partnership by the Securities and regulation. These were not performed by Jolly, Bee, Mac and Doo. Hence, as between them there
is no partnership to speak of. 2. As far as Cessna is concerned, the complaint will prosper. It is considered that Jolly, Mac, Bee and
Doo are partners in estoppel. There was Partnership in estoppel because of failure of the other partners to performed the necessary
steps to attain legitimacy despite the lapse of 5 years. Thus, whatever representation made by Jolly to Cessna is considered an act
of the other partners.

4
A: 12. 1. Valid as it is related to its primary purpose of alcoholic beverages production. 2. Not valid because it is neither within the
implied or secondary purpose as reflected in the articles of incorporation. 3. Valid as it is within its implied power as a corporation. 4.
Valid, corporation are allowed under the law to donate in political activity.

5
A: 13. There is basis to dissolve. Under the law, one of the grounds for dissolution is upon retirement or demand of one of the
partners. Thus, Jin is correct by virtue of his retirement. The order of prioriyt of liquidation are: those owing to the partnership
creditors other than to limited and general partner; those to limited partner in respect to their profits; to limited partner in respect to
their capital; to general partner in respect to their capital, to the general partners in respect to their profits.

6
A: 14. Yes. Well-settledd is the rule that a transfer of property in fraud of creditors is considered void. Further, an interest of a
partner can be a subject of charge order of the court to satisfy the claim of the debtor partners indebtedness. In the case at bar, it is
clear that the transaction of Atty. Santos in 2018, conveyance of his properyt to ASFI is fraud of the creditors since he did not left
anything to answer for his indebtedness. Consequently, Santos' ownership in the ASFI can be levied.
 7 3/5
A: 15. No. Under the law, for a valid deviation from the usual route to take place is when it is to comply with warranty of to save
human life or other vessel in distress,or to prevent danger to the ship. Nither of the circumtances which warrant the deviation. Thus,
the insurer is not liable.
Grader Feedback: Why does it avoid insurer's liability? No application of facts.

8 4/5
A: 4. The obligation of the insurer to pay the insured will prosper. This is so because the "no fault clause" does not require who
between the vehicle is at fault. The fact that the vehicle is covered by the Comprehensive Motor Vehicle Liability requires the insurer
to pay upon incurring a liability or damage.
Grader Feedback: What are you answering with "The obligation of the insurer to pay the insured will prosper. " Provided what?

9 4/5
A: 16. No. It is settled that the insurer is liable if the proximate cause of the loss is the peril insured against even if the immediate
cause be that of another peril and it is not excepted in the policy. The proximate cause of the loss in the case is the peril insured
against which is typhoon irrespective of the immediate cause which is not exempted peril, hence the insurer cannot avoid the policy.
Grader Feedback: What makes it a proximate cause?

10 3/5
A: 7. SKD, insurer of the ship and other cargo. Under the law the insurer of the goods and the ship which were save due to the
jettisonning of the other cargoes is liable for the loss. The case at hand shows that the saved items and the ship was insured under
SKD, it is the latter therefore who should be liable for the loss of Love's cargo.
Grader Feedback: ISSUE: What is the general average loss and why is it applicable?

11 2/5
A: 17. No. This is so because he has still insurable interest over the property permitted for commodatum. Sakuragi will suffer loss or
be damnified upon the destruction of the property, Thus, he has stil interest from the time of grant of the insurance until the
happening of the fire that caused the loss.
Grader Feedback: Be clear in what is the insurable interest at the beginning. Legal basis, application of facts

12 2/6
A: 6. a. Peso deposits can be subject of lawful inquiry when: it is subject of a pending action; when it is suspected to be fruits of
crimes enumerated under the AMLA; there is written permission from the depositor; accounts are suspected to be related to
hijacking, violation of the comprehensive drug's act; suspected to be intended to finance terrorism, kidnapping. b. Foreign Currency
deposits can be a subject of inquiry under the following instances: there was written permission from the depositor; covered by the
predicate crimes of hijacking, violation of the comprehensive drug's act; suspected to be intended to finance terrorism, kidnapping.
Grader Feedback: Compare to rationale: a.1 b.1 for AMLA c.0

13 2/5
A: 8. NO, the bank cannot do so so as it is in not in pursuance to the winding up and liquidation of the affairs of the bank. The bank
can continue as body corporate for purposes of winding up its affairs. Hence, the act of the bank in accepting deposit is not proper
since it is not related to winding up.
Grader Feedback: No legal basis Not mentioning the arrival of the PDIC which is the basis for the continued accepting of deposits.

14 3/5
A: 1. No. Since Westlife is engaging in banking activity as it engaged in lending, its transaction is undeer the supervision of the
BSP. Considering therefore that it entersinto credit accomodation, it is duty bound to comply with the rules and regulation issued by
the BSP.
Grader Feedback: spelling obtaining funds from the public is part of what makes it a banking function.

15 2/5
A: 5. As their lawyer, I will advise the to secure the folowing from the MMM Savings Bank: majority approval by the board of
directors excluding Solar; such fach must be entered in the books of the bank MMM Savings; and notify the BSP of the fact of the
loan. This is so because the transaction involve a DOSRI loan. It is requires that when a Director of the lending banks obtains a loan
or act as guarantor, the aforementioned requirements must be complied.
Grader Feedback: Why? Discuss the reason first before the consequence.
 16 1/4
A: 2. The contention of Nick is untenable. Under the General Banking Law, the BSP has the power to declare a position vacant for
unsafe and unsound banking practices. In light of the foregoing facts, there appears to be a negligence on the part of Nick as
manager of the Bank for non-observance of the extraordinary diligence required of him in the exercise or dealings with the affairs of
the bank. He failed to ascertain with miticulous care the proper ownership of the estate mortgage in question. Thus, siuch being the
case, his removal is in order.
Grader Feedback: Do not use the numbering, this is question number 16. You are talking about the consequence without talking
about the reason for this effect.

17 1/5
A: 3. No. The argumenft of BSB is not meritorious since it is well-settled that Banks should exercise extraordinary deligence and not
merely ordinary is required in dealing to its affairs with clients. There is clear showing of failure to exercise extraordinary deligence
on the part of the bank because it failed to examine with meticulous care the given estate mortgage before approval of the loan.
Therefore, the BSB is incorrect.
Grader Feedback: -1 font style is not times new roman How is there failure? Do not just state explain how.

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