ffgfgfdsdsdshhhhghghghhhhhhhlkklkklA corporation executed a promissory note

binding itself to pay its President/

Director, who had tendered his resignation, a certain sum in payment of the
latter’s shares and interests in the company. The corporation defaulted in paying
the full amount so that the said former President filed suit for collection of the
balance before the SEC.
Is the arrangement between the corporation and its President covered by the
trust fund doctrine? Explain your answers briefly

On December 9, 1985, Matatag Corporation revalued its assets. On the basis of

the reappraisal, the Board of Directors also declared cash dividends for all
stockholders. On December 16, 1985, Matatag Corporation amassed substantial
profits in a highly lucrative transaction. Some minority stockholders, however,
did not want to complicate their income tax problems for 1985 and refused to
accept the cash dividends. They also filed suit to compel the other stockholders
to return to Matatag Corporation the money received as dividends. Not one of the
stockholders who formed the majority joined in the suit since they were happy
with the money they received.
As one of its defenses in court, the board of Directors raised the “business
judgment rule”. What is the business judgment rule and does it have any
relevance to this case? Explain.

The Board of Directors of “C” Corporation, engaged in the manufacture and sale
of food products, acting on a standing authority of the stockholders to amend the
By-laws, amended its By-Laws so as to disqualify any stockholder, who is also a
stockholder and director of a competitor, from being elected to its Board of
Directors.
“S”, a stockholder holding sufficient shares to assure him a seat in the Board,
filed a petition with the SEC for a declaration of nullity of the amended By-Laws
and the cancellation of the Certificate of Filing of Amended-By-Laws. He alleged,
among others, that as stockholder. He had acquired rights inherent in stock
ownership, such as the right to vote and be voted upon in the election of
directors.
Reason out the merits of the stockholder’s petition.

At the annual meeting of ABC Corporation for the election of five directors as
provided for in its articles of incorporation, A, B, C, D, E, F and G were nominated.
A, B, C, D and E received the highest number of votes and were proclaimed
elected. F received ten votes less than E.
Subsequently, E sold all his shares to F. In the next Board of Directors’ meeting
following the transfer of the shares in the books of the corporation, both E and F
appeared. E claimed that notwithstanding the sale of his shares to F, he remained
a director since the Corporation Code provides that directors “shall hold office
for 1 year and until their successors are elected and qualified.” On the other
hand, F claimed that since he would have been elected as a director had it not
been for E’s nomination and election, then he (F) should now be considered a
director as he had acquired all the shares of E.

Lorenzo drew a bill of exchange in the amount of P100,000 payable to Barbara or

order, with his wife, Diana, as drawee. At the time the bill was drawn, Diana was
unaware that Barbara is Lorenzo’s paramour.
Barbara then negotiated the bill to her sister, Elena, who paid for it for value, and
who did not know who Lorenzo was. On due date, Elena presented the bill to
Diana for payment, but the latter promptly dishonored the instrument because, by
then, Diana had already learned of her husband’s dalliance.
Does the illicit cause or consideration adversely affect the negotiability of the
bill? Explain.

Sixty days after date, I promise to pay Bobby or his designated representative the
sum of ONE HUNDRED THOUSAND PESOS (P100,000.00) from my BPI Acct. No.
1234 if, by this due date, the sun still sets in the west to usher in the evening and
rises in the east the following morning to welcome the day.
(Sgd.) Antonio Reyes
Explain each requirement of negotiability present or absent in the instrument

AB Corporation drew a check for payment to XY Bank. The check was given to an
officer of AB Corporation who was instructed to deliver it to XY Bank. Instead, the
officer, intending to defraud the Corporation, filled up the check by making
himself as the payee and delivered it to XY Bank for deposit to his personal
account. XY Bank debited AB Corporation’s account. AB Corporation came to
know of the officer’s fraudulent act after he absconded. AB Corporation asked XY
Bank to recredit its amount. XY Bank refused.
A. If you were the judge, what issues would you consider relevant to resolve the
case? Explain.
B. How would you decide the case? Explain.

Jose Reyes signed a blank check, and in his haste to attend a party, left the check
on top of his executive desk in his office. Later, Nazareno forced open the door to
Reyes’ office, and stole the blank check. Nazareno immediately filled in the
amount of P50,000 and a fictitious name as payee on the said check. Nazareno
then endorsed the check in the payee’s name and passed it to Roldan. Thereafter,
Roldan endorsed the check to Dantes.
A. Can Dantes enforce the check against Jose Reyes? Explain.
B. If Dantes is a holder in due course, will your answer to question a) be the
same? Explain.
C. Can Dantes enforce the check against Roldan? Explain

PN makes a promissory note for P5,000, but leaves the name of the payee in
blank because he wanted to verify its correct spelling first. He mindlessly left the
note on top of his desk at the end of the workday. When he returned the following
morning, the note was missing. It turned up later when X presented it to PN for
payment. Before X, T, who turned out to have filched the note from PN’s office,
had endorsed the note after inserting his own name in the blank space as the
payee. PN dishonored the note, contending that he did not authorize its
completion and delivery. But X said he had no participation in, or knowledge
about, the pilferage and alteration of the note and therefore he enjoys the rights
of a holder in due course under the NIL. Who is correct and why?lklklklk