Bar Exam Q&A Corpo Law 1990 to DOCX

Title	Bar Exam Q&A Corpo Law 1990 to
Author	Rey Franz Cabidog
Pages	73
File Size	83.6 KB
File Type	DOCX
Total Downloads	7
Total Views	102

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Bar Exam Q&A – Corporation Law – 1990 t0 2013 BOD: Election of Aliens as members (2005) A Korean national joined a corporation which is engaged in the furniture manufacturing business. He was elected to the Board of Directors. To complement its furniture manufacturing business, the corporation also engaged in the logging business. With the additional logging activity, can the Korean national still be a member of the Board of Directors? Explain. (3%) SUGGESTED ANSWER: Yes, just as long as sixty percent (60%) of the Board of Directors are Filipinos. Corporations that are sixty percent (60%) owned by Filipinos can engage in the business of exploration, development and utilization of natural resources. (Art. XII, Sec. 2, 1987 Constitution) The election of aliens as members of the Board Of Directors engaging in partially-nationalized activities is allowed in proportion to their allowable participation or share in the capital of such entities. (Sec. 2-A, Anti-Dummy Law) Nothing in the facts shows that more than forty percent (40%) of the Board of Directors are foreigners. BOD; Capacity of Directors (1996) Rodman, the President of TF Co, wrote a letter to Gregorio, ofering to sell to the latter 5,000 bags of fertilizer at P100 per bag. Gregorio signed his conformity to the letter-ofer, and paid a down-payment of P50th. A few days later, the Corporate Secretary of TF informed Gregorio of the decision of their BOD not to ratify the letter ofer. However, since Gregorio had already paid the down-payment, TF delivered 500 bags of fertilizer which Gregorio accepted. TF made it clear that the delivery should be considered an entirely new transaction. Thereafter, Gregorio sought enforcement of the letter-ofer. Is there a binding contract for the 5,000 bags of fertilizer? Explain. SUGGESTED ANSWER: No, there is no binding contract for the 5,000 bags of fertilizer. First, the facts do not indicate that Rodman, the President of TF Co, was authorized by the BOD to enter into the said contract or that he was empowered to do...