Business Law Reviewer
Business Law Reviewer
Business Law Reviewer
Multiple Choice
Identify the choice that best completes the statement or answers the question.
____ 1. The following are some accidental elements of a contract of sale, except
a. Terms of payment
b. Interest rate
c. Accession and accessories
d. Place of payment
____ 2. A, B and C are partners each contributing P10,000. The firm’s indebtedness amounts to P90,000. It was
stipulated that A would be exempted from liability. Assuming that the capital of P30,000 is still in the firm,
which of the following is not correct?
a. The creditors can recover P45,000 each from B and C.
b. A can recover P10,000 each from B and C should he (A) be required to pay the creditors.
c. A cannot recover his original capital of P10,000.
d. The creditors may get the P30,000 and still collect each 20,000 from A, B and C.
____ 4. S orally sold to B a specific parcel of land for P1,000,000 where the latter made a down payment of P500,000
to the former. Can B compel S to execute a deed of sale in a public instrument?
a. Yes because the sale is valid although rescissible.
b. No because the sale is void.
c. No because oral sale of land is unenforceable if the sale is not in writing.
d. Yes because the sale is valid and enforceable.
____ 8. When treasury shares are declared as dividends they are classified as
a. stock dividend
b. property dividend
c. liquidating dividend
d. cash dividend
____ 9. Before acceptance is conveyed, an offer becomes ineffective upon death, insanity, insolvency or civil
interdiction
a. of the offeror
b. of the offeree
c. of either party
d. of both the offeror and offeree
____ 10. A owes B P10,000 payable as soon as A has the money to pay B. this is
a. A potestative condition
b. A suspensive condition
c. A conditional obligation
d. An obligation with a period
____ 11. It was agreed and stipulated in the Articles of Partnership that the determination of the sharing of profits
and losses is left to the will of majority of the partners. Is this enforceable?
a. No, because this is a void stipulation since the designation of losses and profits cannot be
entrusted to one of them.
b. Yes, since the agreement of the parties was approved by the majority of the partners.
c. No, because all the partners must agree on the sharing.
d. Yes, since the partners freely stipulated on it.
____ 12. A obliged himself to give B a car if B places among the top ten in the CPA Board Exam. Subsequently, they
agreed that A will give B the car if B merely passes the CPA Board Exam. This is an example of
a. Real novation
b. Mixed novation
c. Personal novation
d. Implied novation
____ 13.
The limits of the agent’s authority shall be considered exceeded even if it have been
performed in a manner more advantageous to the principal than that specified by him.
If the agent acts in his own name, he is directly bound as if the transaction were his own an
that the contract shall not be valid between the principal and the third party.
a. Only D is correct
b. Only C is correct
c. Only B is correct
d. Statements A, B, and D are correct
____ 16. Which phrase best completes the statement. When a debt is secured by a real estate mortgage, upon default
of the debtor
a. another remedy is filing an action for collection and then foreclose if collection is not
enough
b. the only remedy of the creditor is to foreclose the real estate mortgage
c. the creditor can foreclose the mortgage the demand collection for any deficiency
d. none of the choices are correct
____ 18. When the law speaks of days or nights, it shall be understood that
I Days - from sunrise to sunset
II Nights - from sunset to sunrise
a. False, true
b. False, false
c. True, false
d. True, true
____ 19. One of the following is a ground for the suspension or revocation of the certificate of incorporation by the
SEC.
a. If the corporation fails to commence and start to operate and the failure to operate is due to
causes beyond its control.
b. If the corporation does not formally commence its business operation or transactions
within two years from date of issuance of certificate of incorporation.
c. If the corporation has commenced its business transactions and afterwards ceased
operations continuously for a period of at least 5 years.
d. If the corporation has commenced its operations and subsequently become continuously
inoperative for two years.
____ 20. A mortgaged his car to B for P200,000. A failed to pay his obligation. B sold it at public auction for P180,000.
Can B recover the deficiency?
a. No, unless there is stipulation
b. Yes, only if there is stipulation
c. Yes, even without stipulation
d. No, even if there is stipulation
____ 21.
I De jure corporations are not subject to attack, not even by the government.
II De facto corporations are subject to direct attack by the government, although not
subject to collateral attack by private individuals
a. True, false
b. True, true
c. False, true
d. False, false
____ 22. On day 1, A appointed B as his agent covered by a general power to lease his car to Z for eight months. On
day 2, A appointed C as his agent covered by a special power to lease the same car for two months. On day
3, A directly transacted business with Z, leasing the car for two months. Which is correct?
a. The appointment of B and C are considered revoked because the principal directly
transacted with Z
b. The appointment of C is valid because it is covered by special power
c. The appointment of B is valid because it is covered by a general power
d. The appointment of B is valid because it is the earliest appointment
____ 24. A clause providing that the mortgagee will automatically own the property mortgaged if the debt is not paid
at maturity is
a. Upset price
b. Payment by cession
c. Pactum commisorium
d. Dacion en pago
____ 26. When by-laws are adopted and filed prior to incorporation, which of the following is correct?
a. Approved and signed by at least 2/3 of the incorporators
b. Approved by the stockholders representing at least 2/3 of the outstanding capital stock.
c. Approved by the stockholders representing at least a majority of the outstanding capital
stock
d. Approved and signed by all the incorporators.
____ 29.
The right of redemption refers to the right of the mortgagor to redeem the mortgaged
property after his default in payment but before the sale.
The registration in the Registry of Property is necessary for the validity of a contract of real
estate mortgage.
____ 30. Which of the following is not included in the article of incorporation.
a. The number of directors or trustees, which shall not be less than five nor more than fifteen.
b. form for proxies of stockholders
c. term for which the corporation is to exist
d. name of the corporation
____ 32. A foreign company has been exporting goods to a Philippine company for several years now. When the
Philippine company failed to pay the latest exportation, the foreign company sued to collect in the
Philippines. The Philippine company interposed the defense that the foreign company was doing business in
the Philippines without a license; hence, could not sue before a Philippine court. Is this defense tenable?
a. The defense is not tenable.The mere act of exporting from one’s own country, without
doing any specific commercial act within the territory of the importing country. Thus, the
foreign company may sue in the Philippines despite lack of license to do business in the
Philippines.
b. The defense is tenable because the foreign corporation is already guilty of estoppel.
c. The defense is tenable, foreign corporation without license to do business cannot sue in
the Philippines.
d. The defense is not tenable. A foreign corporation may sue in the Philippines whether or
not they have license to do business in the Philippines.
____ 33. A, a manufacturer and B, a distributor agreed to a contract where A will deliver 2,000 units of A’s products to
B every month and B will sell the products at A’s suggested prices plus 15%. All unsold units at the end of the
year shall be bought back by A at the same time the products were ordered. A shall hold B free from any
claim for defects in the units. The contract between A and B is
a. Contract of sale
b. Contract of lease
c. Agency to sell
d. Sale with right to repurchase
____ 34. Asyong borrowed from Bosyo P1,000. Later Carl, Bosyo’s minor son borrowed P500 from Asyong for his
school tuition. However Carl spent it for school tuition. When the debt to Bosyo fell due, Asyong tendered
only P500, claiming compensation on the P500 borrowed by Bosyo’s son. Is there legal compensation?
a. No, because Carl was a minor and is therefore not liable thereto.
b. Yes, Carl’s obligation is also Bosyo’s obligation.
c. Yes, because both obligations are payable in money.
d. No. Asyong and Bosyo are not principal debtors and creditors of each other.
a. False, true
b. False, false
c. True, false
d. True, true
____ 36. A, B and C secured a loan from D. the promissory note which evidences the obligation states: “I promise to
pay D or order P10,000 payable on demand” (sgd) A B C. the obligation is
a. Divisible
b. Indivisible
c. Joint
d. Solidary
____ 37.
I A director is removed from office by a vote of the stockholders holding or
representing at least 2/3 of outstanding capital stock. The vacancy occasioned by
such removal can be filled by the vote of a majority of the remaining directors if
still constituting a quorum.
II The vacancy in the board occasioned by the death of a director can be filled by the
vote of a majority of the remaining directors if still constituting a quorum.
a. True, false
b. False, false
c. False, true
d. True, true
____ 38. Maggie makes a promissory note for P40,000 payable to the order of Homer. Homer negotiates the note to
Margie who indorses it to Henry. Henry indorsed the instrument to Melissa who with the consent of Henry
raises the amount to P100,000 and thereafter indorses it to Hilary, Hilary to Menandro, and Menandro to
Helen, who is holder in due corse. In this case
a. Helen can recover P40,000 as against Maggie
b. Helen can recover P100,000 from Maggie
c. Menandro and Melissa are liable to Helen for P40,000
d. Maggie and Homer are not liable to Helen
____ 39. At least two-thirds of all shares issued and outstanding in prescribed under the Corporation Law for this
purpose.
a. for adoption of by-laws
b. to elect directors
c. for the dissolution of a stock corporation
d. for declaration of cash dividends
____ 41. X, Y, Z are partners where X was appointed manager with authority to collect. D is indebted to XYZ
Partnership in the amount of P100,000 which is already due and demandable and is also indebted to X
personally and likewise due and demandable in the amount of P50,000. X collected from D P45,000. Which
of these is not a correct statement?
a. If X gave a receipt in his own name, he is bound to give XYZ Partnership a proportionate
which is P30,000.
b. None of the answers are correct.
c. If X gave a receipt in the name of the partnership he has to give the P45,000 to XYZ
partnership.
d. If X’s credit to D carries an interest of 18% and XYZ partnership’s credit to D has an
interest of 14% only, when X collects from D P45,000 and gives a receipt in his own name
he also has to share the collection with the partnership in proportion.
____ 43. Corporations organized by private persons performing public function and for profit to private persons
a. private corporations
b. government owned corporations
c. public corporations
d. quasi-public corporations
____ 44. A was obliged to pay B P1 million on December 31, 2016. A paid B on December 31, 2015 believing that the
obligation was already due and demandable. How much may A recover from B on march 31, 2017?
a. P1 million plus legal interest for one year
b. legal interest for one year
c. nothing
d. legal interest for one year and three months
____ 46. Inadvertently, the SEC approved the Articles of Incorporation and issued a Certificate of Incorporation to
Jeremy Corporation. Thereafter it was discovered that the incorporators have not completed the required
period of residency in the Philippines. As a result, which of the following is not correct?
a. The right to exercise corporate powers can be inquired into collaterally in any private suit
to which the corporation maybe a party.
b. The Solicitor General has the right to question or contest the validity of its corporate
existence through quo-warranto proceedings.
c. The corporation has no legal personality and the incorporators maybe held personally
liable for damages.
d. The corporation shall be considered as a de-facto corporation.
____ 47. A mortgaged his residential land to B as a guarantee for the payment of P400,000 obligations to B. they
agreed that A should not sell the land while the obligation exists. Before the maturity of the mortgage, C
offered to buy the land from A. which is correct?
a. A cannot sell the land to C unless A pays the obligation
b. A can sell the land to C only if B consents in writing
c. A cannot sell the land to C because of the agreement not to sell
d. A can sell the land to C despite the agreement not to sell
____ 48. The co-owner cannot stipulate the property be undivided for a period more than
a. 20 years
b. 15 years
c. 30 years
d. 10 years
____ 49. One is not a requisite needed in order that obligation shall be extinguished by loss or destruction of the thing
due
a. When the thing is lost without the fault of the debtor
b. When the thing is lost before the debtor has incurred in delay
c. When the thing lost is generic
d. When the thing lost is specific
____ 50. The vendor-de-retro shall be entitled to redeem the object of sale within
a. the period agreed upon
b. thirty days from notice of intention to repurchase
c. four years if no period is agreed upon
d. ten years if there is a period stipulated
____ 51. S, a minor, sold her bracelet to B for P8,000. Later, B, needing money to pay her daughter’s tuition fee,
borrowed P15,000 from C and as a security, pledged the bracelet to the latter. B failed to pay C resulting into
the auction sale of the bracelet in favor of D for P10,000 only. Which of the following statements is correct?
a. The deficiency of P5,000 may still be recovered by C from B if there is a stipulation to
this effect.
b. If D was a purchaser in bad faith as he knew of the defective title of B over the bracelet
from S, ownership will not pass to him (D).
c. C can no longer recover the deficiency of P5,000 from B. the pledge, together with the
sale is valid. The voidable title of B is valid because it is not yet annulled.
d. The title of B over the bracelet is not valid, hence the pledge, as well as the sale of said
bracelet is likewise defective. The pledgor must be the owner of the thing pledged.
____ 52.
A pledge or mortgage is indivisible, except if the debt may be divided among the successors
in interest of the debtor or of the creditor.
In case of pledge of animals, their offspring shall pertain to the pledgee of the animals.
____ 53. An individual or a domestic corporation designated in a written power of attorney, by a foreign corporation
authorized to transact business in the Philippines, on whom any summons and other legal processes may be
served in all actions or other legal proceeding against such corporation is called
a. resident agent
b. resident director
c. receiver
d. trustee
____ 54. Amador obtained a loan of P300,000 from Basilio payable on March 25, 2016. As security for the payment of
his loan, Amador constituted a mortgage on his residential house and lot in Basilio’s favor. Cacho, a good
friend of Amador, guaranteed and obligated himself to pay Basilio, in case Amador fails to pay his loan at
maturity.
If Amador fails to pay Basilio his loan on March 25, 2016, can Basilio compel Cacho to pay?
a. Yes, Basilio can compel Cacho to pay because the nature of Cacho’s undertaking indicates
that he has bound himself solidarily with Amador.
b. No, Basilio cannot compel Cacho to pay because Basilio has not exhausted the available
remedies against Amador.
c. Yes, Basilio can compel Cacho who bound himself to unconditionally pay in case Amador
fails to pay; thus the benefit of excussion will not apply.
d. No, Basilio cannot compel Cacho to pay because as guarantor, Cacho can invoke the
principle of excussion, all the assets of Basilio must first be exhausted.
____ 55. Which of the following cannot be the object of contract of sale?
a. present property
b. lawful services
c. transmissible right
d. future property
____ 56. The corporation has a nine-member board of directors. Two of the members sold their shares while two
others are abroad. To have a quorum, the number required is
a. five
b. seven
c. three
d. four
____ 57. D mortgaged his land to C as security for a loan. Fearing foreclosure of the mortgage due to his inability to
pay the loan, D sold the land to B without the consent of C. Which is correct?
a. D can sell the land even without the consent of C
b. B cannot acquire ownership over the land even if D delivers the land to him.
c. The sale is void unless D can give another security.
d. D cannot sell the land if there is an agreement prohibiting the mortgagor from alienating
the land.
____ 58. As regards the corporate by-laws, which of the following is true?
a. To delegate to the board of directors the power to amend, repeal or adopt new by-laws,
majority of the outstanding capital stock.
b. To revoke the power delegated to the board to amend, repeal or adopt new by-laws. 2/3 of
the outstanding capital stock.
c. To adopt, amend or repeal 2/3 of the outstanding capital stock is needed.
d. To amend, repeal or adopt new by-laws, majority of the outstanding capital stock.
____ 59. A threatened to kill B if the latter would not marry the formers daughter who was pregnant with B’s child.
Intimidated, B married A’s daughter against his will.
a. The contract is not voidable since B has to answer for his fault that A’s daughter became
pregnant.
b. The contract is not voidable because the threat was made by a third person not by one of
the parties.
c. The contract is not voidable because the claim for marriage is just or legal and therefore
consent is not vitiated.
d. Voidable is the contract due to intimidation even if employed by a third person.
____ 61. In which of the following acts may a person not appoint an agent?
a. To vote for the principal during the meetings of stockholders where the principal is a
stockholder
b. To represent a principal in a wedding ceremony where the principal is a principal sponsor
c. To represent the principal in a baptismal ceremony where the principal is the father of the
child to be baptized
d. To attend a meeting of the board of directors of a corporation where the principal is a
director
____ 62. A sold his land to B with a right to repurchase the said land within 8 years. Then, 4 years later, B sold the land
to C. Can A still exercise the right to repurchase the land from C?
a. No, if C was not aware that there was a right to repurchase.
b. Yes, because the title of C was derived only from the title of B.
c. Yes, if the right has been recorded in the Register of Deeds even if C has no knowledge of
the existence of the right.
d. No, because contracts shall bind only the contracting parties.
____ 63. If the animal should die after its purchase, which of the following is not a requisite to make the vendor
liable?
a. The disease is the cause of death of the animal.
b. The disease must be redhibitory.
c. The disease existed at the time of sale.
d. The animal dies within 3 days after its purchase
____ 64. In negotiorum gestio, the officious manager shall be liable for fortuitous event under the following except?
a. He takes charge of abandoned property without the consent of the owner.
b. He assumed the management in bad faith.
c. He undertakes risky operations which the owner was not accustomed to embark upon.
d. He fails to return the property upon demand by the owner.
____ 65. Cesar Corporation is a foreign corporation that wants to operate a representative office here in the
Philippines. As required by the Corporation Code, there is a need to appoint a resident agent as a condition
precedent to the issuance of a license to transact business in the Philippines. After 2 years, Cesar
Corporation removed its resident agent and did not appoint anyone anymore. Which statement is the most
accurate?
a. This will result in automatic revocation of its license to do business in the Philippines.
b. There is no more effect in the license because anyway at the time of registration, a resident
agent was appointed.
c. This can be ground for revocation or suspension of its license to do business.
d. This can be a ground for suspension only.
____ 66. A was indebted to B bank. Later C, employee of A, offered to settle the obligation according to the terms
specified by him. The bank accepted the offer. The acceptance by the bank of the offer of C under the term
specified by him constitutes
a. A compensation
b. Novation
c. A confusion
d. Condition
____ 67. After the election of the directors, trustees and officers of the corporation, within what period the secretary,
or any other officer of the corporation shall submit the report of election of directors, trustees and officers to
the SEC?
a. 45 days
b. 60 days
c. 15 days
d. 30 days
____ 70. The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in
the business and it is given:
a. As his interest in the partnership
b. As wages or rent
c. As an annuity to a widow or representative of deceased partner
d. As payment of a debt by installment or otherwise
____ 71. Gabriel sold to Andre a car for a price of P750,000. The contract provides that Andre will pay cash of
P200,000 and for the balance. Andre will give a land worth P550,000. What is the nature of the contract?
a. barter
b. partly sale and party barter
c. sale
d. commodatum
____ 72.
The creditor cannot appropriate the things given by way of pledge or mortgage, or dispose
of them, except if there is a stipulation to the contrary.
The indivisibility of a pledge or mortgage is affected by the fact that the debtors are
solidarily liable.
____ 73. The corporation has a 13-member board. Three of the members of the Board have sold their shares while
three others are abroad. To have a quorum, this number is required
a. five
b. eight
c. seven
d. four
____ 74.
The creditor can use the thing pledged even without the authority of the pledgor.
If through the negligence or willful act of the pledgee, the thing pledged is in danger of
being lost or impaired, the pledgee may cause the same to be sold at a public auction.
____ 75. A sold to B orally a parcel of land for P10 million. Delivery and payment were to be made four months later.
When the said date arrived, A refused to deliver the land. Can B compel A to deliver?
a. Yes, because there was an agreement to deliver after four months and that should be
respected by the parties.
b. No, because the sale although valid is unenforceable.
c. No, because the sale is void, being orally entered into.
d. Yes, because the sale has been perfected already and obligations of the parties are
reciprocally demandable.
____ 77. A, B and C borrowed P24, 000 from Y and Z and signed a promissory note dated January 30, 2011, and due
within six months. How much can Y collect from A (debtors are solidary while creditors are joint), on due
date
a. 24,000
b. 8,000
c. 12,000
d. 4,000
____ 78. They refer to the elements that may be stipulated by the contracting parties
a. Artificial elements
b. Accidental elements
c. Natural elements
d. Moral elements
____ 80. When the thing improves pending the fulfillment of the suspensive condition with the expense of the debtor,
the improvement shall inure to the benefit of
a. partly by the debtor and partly by the creditor
b. at the party who made the improvement
c. debtor
d. creditor
JPIA Contest Law
Answer Section
MULTIPLE CHOICE
1. ANS: C TOP: Contracts
2. ANS: A TOP: Partnership Law
3. ANS: D TOP: Contracts
4. ANS: D TOP: Contract of Sales
5. ANS: B TOP: Corporation Law
6. ANS: A TOP: Mortgage
7. ANS: B TOP: Agency
8. ANS: B TOP: Corporation Law
9. ANS: D TOP: Contract of Sales
10. ANS: D TOP: Obligations
11. ANS: C TOP: Partnership Law
12. ANS: A TOP: Obligations
13. ANS: D TOP: Agency
14. ANS: A TOP: Partnership Law
15. ANS: D TOP: Partnership Law
16. ANS: C TOP: Mortgage
17. ANS: B TOP: Partnership Law
18. ANS: A TOP: Contracts
19. ANS: C TOP: Corporation Law
20. ANS: C TOP: Mortgage
21. ANS: B TOP: Corporation Law
22. ANS: A TOP: Agency
23. ANS: D TOP: Negotiable Instruments
24. ANS: C TOP: Mortgage
25. ANS: A TOP: Obligations
26. ANS: D TOP: Corporation Law
27. ANS: B TOP: Contracts
28. ANS: A TOP: Partnership Law
29. ANS: C TOP: Mortgage
30. ANS: B TOP: Corporation Law
31. ANS: D TOP: Corporation Law
32. ANS: A TOP: Corporation Law
33. ANS: C TOP: Agency
34. ANS: D TOP: Contracts
35. ANS: D TOP: Obligations
36. ANS: D TOP: Obligations
37. ANS: C TOP: Corporation Law
38. ANS: A TOP: Negotiable Instruments
39. ANS: C TOP: Corporation Law
40. ANS: D TOP: Obligations
41. ANS: D TOP: Partnership Law
42. ANS: A TOP: Partnership Law
43. ANS: D
SOL:
Quasi public corporation is a corporation that is operated privately, but is supported by the government in its
operations and that often traded publicly.
Public corporation is a registered company that can offer its shares to the public.
Private corporation is a privately held company or close corporation owned either by non-governmental
organizations or by a relatively small number of shareholders or company members which does not offer or
trade its company stock (shares) to the general public on the stock market exchanges, but rather the company's
stock is offered, owned and traded or exchanged privately.
TOP: Corporation Law
44. ANS: B TOP: Contracts
45. ANS: B TOP: Obligations
46. ANS: A TOP: Corporation Law
47. ANS: D TOP: Mortgage
48. ANS: D TOP: Contract of Sales
49. ANS: C TOP: Obligations
50. ANS: C TOP: Contracts
51. ANS: C TOP: Pledge
52. ANS: C TOP: Mortgage
53. ANS: A TOP: Corporation Law
54. ANS: B TOP: Contract of Sales
55. ANS: B TOP: Contract of Sales
56. ANS: A TOP: Corporation Law
57. ANS: A TOP: Mortgage
58. ANS: D TOP: Corporation Law
59. ANS: D TOP: Contracts
60. ANS: B TOP: Corporation Law
61. ANS: D TOP: Agency
62. ANS: C TOP: Contract of Sales
63. ANS: B TOP: Contract of Sales
64. ANS: A
SOL:
Negotiorum gestio is the ‘unauthorized administration’. Roman law gave an action, the direct action, against a
negotiorum gestor, a person who involved himself in the affairs of another without instruction. There was,
however, no action if the gestor acted with the care he used in his own affairs, and, indeed, the gestor had a
contrary action for the expenses involved in doing the work. The action, to be found in many civilian
jurisdictions, has become the foundation for a wider law of restitution, France being an example. It is known
in Scotland but is wholly rejected in England, although the rapidly developing law of restitution there may
result in some of these issues being re-examined.
TOP: Contract of Sales
65. ANS: C TOP: Corporation Law
66. ANS: B TOP: Obligations
67. ANS: D TOP: Corporation Law
68. ANS: C TOP: Mortgage
69. ANS: B TOP: Pledge
70. ANS: A TOP: Partnership Law
71. ANS: C TOP: Contract of Sales
72. ANS: B TOP: Mortgage
73. ANS: C TOP: Corporation Law
74. ANS: A TOP: Pledge
75. ANS: B TOP: Contracts
76. ANS: D TOP: Corporation Law
77. ANS: C TOP: Obligations
78. ANS: B TOP: Contracts
79. ANS: B TOP: Partnership Law
80. ANS: D TOP: Contract of Sales