Board Resolutions

1. Certification of Board Resolution by Corporate Secretary; Elements:

2. Personal Circumstances of the Secretary
3. Resolution of the board
4. Resolutions still in force
5. Jurat

DEEDS

Code: TAF-CAS-SA

1. Title,
2. Announcement,
3. First Party,
4. Consideration,
5. Act or Conveyance,
6. Second Party,
7. Signature
8. Acknowledgment

Deed of Sale

NCC Article 1458. By the contract of sale one of the contracting parties obligates himself to transfer the
ownership and to deliver a determinate thing, and the other to pay therefor a price certain in money or
its equivalent.

A contract of sale may be absolute or conditional. (1445a)

NCC Article 1475. The contract of sale is perfected at the moment there is a meeting of minds upon the
thing which is the object of the contract and upon the price.

Deed of Assignment

NCC Article 1625. An assignment of a credit, right or action shall produce no effect as against third
persons, unless it appears in a public instrument, or the instrument is recorded in the Registry of
Property in case the assignment involves real property. (1526)
In a Deed of Assignment:

"for and in consideration of the sum of P50,000 do hereby ASSIGN, TRANSFER, AND CONVEY"

Pacto De Retro Sale

The essence of a pacto de retro sale is that title and ownership of the property sold is immediately
vested in the vendee a retro, subject to the restrictive condition of repurchase by the vendor a retro
within the period provided in Article 1606 of the New Civil Code,

The failure of the vendee a retro to repurchase the property vests upon the latter by operation of law
the absolute title and ownership over the property sold. (Cruz vs. Leis, G.R. No. 125233, March 9, 2000;
327 SCRA 570).

NCC Article 1606. The right referred to in article 1601, in the absence of an express agreement, shall last
four years from the date of the contract.

Should there be an agreement, the period cannot exceed ten years.

However, the vendor may still exercise the right to repurchase within thirty days from the time final
judgment was rendered in a civil action on the basis that the contract was a true sale with right to
repurchase. (1508a)

NCC Article 1607. In case of real property, the consolidation of ownership in the vendee by virtue of the
failure of the vendor to comply with the provisions of article 1616 shall not be recorded in the Registry
of Property without a judicial order, after the vendor has been duly heard.

In a Deed of Repurchase of Land sold under Pacto de Retro:

"for and in consideration of the amount of P1 million, do hereby RESELL, RETRANSFER, and RECONVEY"

NCC Article 1616. The vendor cannot avail himself of the right of repurchase without returning to the
vendee the price of the sale, and in addition:

(1) The expenses of the contract, and any other legitimate payments made by reason of the sale;

(2) The necessary and useful expenses made on the thing sold. (1518)
Deed of Mortgage

NCC Article 2085. The following requisites are essential to the contracts of pledge and mortgage:

(1) That they be constituted to secure the fulfillment of a principal obligation;

(2) That the pledgor or mortgagor be the absolute owner of the thing pledged or mortgaged;

(3) That the persons constituting the pledge or mortgage have the free disposal of their property, and in
the absence thereof, that they be legally authorized for the purpose.

Third persons who are not parties to the principal obligation may secure the latter by pledging or
mortgaging their own property. (1857)

Dacion en Pago

Dacion en pago is a payment in a form or property which is left or given to the lender to satisfy an
obligation.

(Dacion en Pago / Dation in Payment)

DEED OF TRANSFER

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Transfer made and executed by:

_____________, of legal age, Filipino, (single / married / widow), and a resident of _____________,
Philippines, (hereinafter referred to as the "TRANSFEROR");

- in favor of -

_____________, of legal age, Filipino, (single / married / widow), and a resident of _____________,
Philippines, (hereinafter referred to as the "TRANSFEREE");

WITNESSETH: That -

WHEREAS, the TRANSFEROR has secured a loan from the TRANSFEREE and as security for the
payment thereof, mortgaged a certain parcel of land, together with all the buildings and/or
improvements thereon, the land more particularly described as follows:

(Technical Description of Property)

which Real Estate Mortgage is more particularly described as Doc No. ________, Page No. ________,
Book No. ________, Series of ________ in the Notarial Registry of Notary Public _____________ of the
Province of _____________, and incorporated by way of reference as part of this deed.

WHEREAS, in order to settle the said loan, the TRANSFEROR has offered to transfer by way of
dation in payment the above-mentioned property in favor of the TRANSFEREE in full acquittance of his
obligation with the latter, which offer was accepted by the TRANSFEREE.

NOW THEREFORE, for and in consideration of the foregoing stipulations and covenants and for
the full acquittance of the obligation of the TRANSFEROR in favor of the TRANSFEREE secured by the real
estate mortgage aforementioned, the TRANSFEROR does hereby CEDE, TRANSFER and CONVEY the
aforementioned parcel of land together with all the improvements found thereon in favor of the
TRANSFEREE, free from all liens and encumbrances, except those already annotated prior the
registration of the mortgage as aforementioned.
 IN WITNESS WHEREOF, the parties have hereunto signed these presents at _____________,
Philippines, on _____________.

TRANSFEROR TRANSFEREE

Chattel Mortgage

NCC Article 2124. Only the following property may be the object of a contract of mortgage:

(1) Immovables;

(2) Alienable real rights in accordance with the laws, imposed upon immovables.

Nevertheless, movables may be the object of a chattel mortgage. (1874a)

AFFIDAVITS OF GOOD FAITH

This statement, jointly executed by the mortgage parties, is used only in chattel mortgage contracts
signifying that their agreement is valid and not for fraud. The absence of this affidavit can render the
contract void. This is a favorite form among examiners, as it will require examinees to accomplish four
(4) forms in one question.