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.
SPECIAL CONTRACTS (6Q platform) Partnership WHAT 1767 definition 1769 clarifications 1775 secret articles KINDS 1776 kinds
*Universal (in relation to particular) 1777 kinds
1778, 1779 All Present properties 1780, 1781 All Profits
*Limited (in relation to general)
1843 definition START [in general] 1771 object 1772 > 3k 1773 properties 1784 when [limited] 1844 requirements
1849 additional limited partners 1867 partnerships prior to Civil Code
END [in general] 1770 par 2 unlawful 1813 effects of assignee 1828 what 1829 when 1830 how 1831 application in court 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]
1860 due to causes pertaining to general partners
1863 settling accounts
1864 cancellation / amendments
1865 writings to amendments
RIGHTS (WHILE EXISTING) [in general]
*Partners general
1774 immovable properties
1785 partnership with term viz at will 1796 reimbursement for expenses 1797 losses and profits
LIABILITIES/OBLIGATIONS (WHILE EXISTING) [in general]
*Partners
contributions and shares
1786 contributions
1787 contributions on goods 1788 debt to partnership
1798 designation of losses and profits 1799 void exclusions
1810 property rights
1811 co-ownership of specific property 1812 partners' interest 1818 agency/acts 1819 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 rights, general partners 1851 rights, limited partners
1853 rights, general at same time limited partner
1855 priorities among limited partners 1856 sharing, limited partners
1857 requirements prior to sharing, limited partners 1859 assignability of share, limited partner
1861 heirs on death of limited partner 1866 proper party for or against partnership
1790 % sharing
1791 emergency, demand on contributions 1792 credits for partnership and self 1793 collection, when debtor insolvent 1794 liabilities for damages
1795 risk of non-fungible specific and determinate things
1808 limitations on capitalist partners
1814 debtor-partner
1815 names
1816 pro-rata liabilities to 3rd parties
1817 void exclusions for liabilities 1824 relation to 1822 and 1823 1825 representations 1826 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 1868 definition 1875 presumption to compensation KINDS 1869 express / implied 1876 general / special 1877 general 1878 special 1879, 1880 scope of special 1926 special revoking general START
[implied]
1870 acceptance of agent
1871 between persons who are present 1872 between persons who are absent
END
1919 modes of extinguishment 1920 revocation at will
1923 appointment of new agent 1924 direct management by principal 1928 withdrawal of agent
[express]
1873 by advertisement
1874 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) [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
[3rd parties]
1902 demand for presentation for authority 1916 transactions with both agent and principal 1921 no prejudice when agency for specified persons 1922 general powers, no prejudice done in good faith [principal]
1918 when not liable for expenses
1925 revocation by multiple principals on same transaction OBLIGATIONS/LIABILITIES [agent] 1881 scope of authority 1909 scope of responsibility 1887 instructions of principal 1882 excess of authority 1892, 1893 substitution 1894 joint 1895 solidary
1885 diligence of property of one who declines agency 1929 obligations after withdrawal
1884 performance due to acceptance 1886 when advances necessary
1888 diligence not to execute due to loss/disadvantage 1891 accounting
1883 agency, in the name of agent 1889 liabilities for conflict of interest 1896 interests ($)
1897 liabilities to 3rd parties
1898 unratified act
1901 3rd parties and ratified acts
1903 commission agent, goods
1904 commission agent, goods from different principals 1905 commission agent, no sale on credit
1906 commission agent, report requirement on sale on credit
1907 commission agent, guarantee commission 1908 commission agent, collection of due amounts [heirs of agent]
1932 report as to death of agent [principal]
1910 compliance
1911 solidary liability with agent 1912 advanced sums
1913 indemnification of agent of damages 1915 liabilities of joint principals
1917 liabilities in same transactions to multiple 3rd parties
Loan
WHAT
1933 Definition
KINDS
[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 accepted promise END
(see mode of extinguishment, oblicon) RIGHTS
[bailee]
1943 non-liability for ordinary deterioration
OBLIGATIONS/LIABILITIES [bailee]
1941 ordinary expenses 1942 loss of thing
1944 non-retention (qualified with 1951) 1945 joint bailees
1950 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
1962 definition
1965 nature 1966 object
1978 when it becomes commodatum 1980 when it is loan
KINDS
1964 extrajudicial/judicial
1967 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
1963 perfection
2005 judicial deposit, when 19952007 voluntary depositjudicial deposit RIGHTS
*Voluntary [depositary]
1976 commingling of generic things 1982 when necessary to open locks 1989 return under justifiable reasons 1994 retention
[depositor]
1985 joint depositors *Necessary
2002 non-liability for acts of guest or character of thing 2004 retention
OBLIGATIONS/LIABILITIES *voluntary
[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]
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
2047 definition
2048 nature
2049 no requisite of spousal consent 2050 consent of principal debtor 2052 must arise from valid obligation 2053 security for future debts
2054 limits to amounts 2055 not presumed
KINDS
2051 conventional, legal, judicial, gratuitous, by onerous title
START
2058 when guarantor bound
END
2076 extinguishment of principal obligation
2077 creditor's acceptance of property as payment of debt
2078 release of guarantor without consent of others 2079 extension grant to debtor by creditor
2080 when guarantor cannot subrogate RIGHTS [creditor] 2057 substitution of guarantor [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 co-guarantors
2073 reimbursement from co-guarantors 2074 defenses against co-guarantors [debtor]
2068 defenses against guarantor who pays without notification
2069 defenses against guarantor who pays before due
OBLIGATIONS/LIABILITIES [debtor]
2056 furnish guarantor, quality 2061 effects of excussion
2066, 2067 indemnification of guarantor who pays, subrogation
[guarantor]
2070 effects of double payment
2075 responsibility of sub-guarantor to co-guarantors
Pledge, Mortgage, and Antichresis
WHAT [in general] 2091 nature 2085 requisites
2086 based on valid contracts
2087 effect when principal obligation is due 2088 non-appropriation of properties
2089 indivisible pledge/mortgage, divisible debt 2090 indivisible pledge/mortgage, non-solidary debtors
KINDS *Pledge
2093 2085+ possession of thing
2094, 2095 objects
2115 effect of sale to principal obligation *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
*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 *Pledge [3rd parties]
2096 non-binding if description and date not in public instrument
[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 no right to deposit thing pledged 2104 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 OBLIGATIONS/LIABILITIES *Pledge [pledgor]
2101 responsibility similar to bailor in commodatum [pledgee-creditor]
2116 notification to pledgee of result of auction sale *Antichresis
[creditor]