SAN BEDA UNIVERSITY

COLLEGE OF LAW
2nd Semester, School Year 2020-2021

COURSE SYLLABUS

COURSE SYLLABUS

COURSE CODE:
COURSE TITLE: COMMERCIAL LAW REVIEW
COURSE CREDIT: 4 UNITS
COURSE PREREQUISITE/S:
FACULTY:
EMAIL ADDRESS:
TERM/ACADEMIC YEAR: SECOND SEMESTER SCHOOL YEAR 2020-2021
DAY/TIME/ROOM/SECTION:
COURSE DELIVERY MODE: FULL ONLINE
CONSULTATION DAY/TIME:

A. COURSE DESCRIPTION:

A study of the laws and jurisprudence that are part of Commercial Law. There will be an
examination and analyses of the applicable law and commercial principles underlying negotiable
instruments and other commercial documents. The students will study Constitutional and
statutory rules, pertinent administrative regulations, treaties, and governing customs together
with the reason their rationale with the end in view of preparing students for the bar
examinations in Commercial Law. For the same purpose, previous bar examinations and
important cases will likewise be examined.

B. COURSE GOALS: Expected College of Law Graduate Attributes (ELGAs)

Know and understand the laws, memorize provisions, develop critical and analytical thinking, effective in
written and oral communication, logical reasoning, and sound judgment, exercise of proper professional
and ethical responsibilities. To prepare students for the Bar Examinations.

C. LEARNING OBJECTIVES/OUTCOMES (LOs):

1. Knowledge/Remembering: define, list, recognize

 2. Comprehension/Understanding: describe, explain, identify, recognize
3. Application/Applying: choose, demonstrate, implement, perform
4. Analysis/Analyzing: analyze, categorize, compare, differentiate
5. Evaluation/Evaluating: assess, critique, evaluate, rank, rate
6. Synthesis/Creating: construct, design, formulate, organize, synthesize

Upon completion of the Course Title course, the student is expected to be able to:

Expected College of Law

Graduate Attributes LEARNING OUTCOMES (LOs)
(ELGAs)
Critical and analytical LO1. Explain how law is created and enforced by executive, legislative, and
thinking regulatory bodies during class recitation and discussion.
Effective in written and LO2. Analyze the practical and policy implications of current and proposed
oral communication statutes, regulations, judicial rulings, legal arguments, and strategies in
Logical reasoning preparing a Legal Case.
Sound judgment LO3. Assess client concerns and translating them into responsive legal
Exercise of proper arguments and strategies.
professional and ethical LO4. Utilize legal research tools to gather information that aids in the
responsibilities analysis of legal issues in submitting the Research Paper and/or other
materials.

D. ASSESSMENT/GRADING SYSTEM:

The student will be graded according to the following:

Percentage
Scope of Work (Weight is based
Requirements (Based on the Learning Outcomes)
(Individual) on the importance
of the LO)
LO1 Class recitations, Quizzes, Case Digests, Individual
LO2 Problem Solving, and Discussion Individual
LO3 Individual
LO4 - - Research Paper, Case Study

Class standing before Midterms Individual 16.67%

Midterm Exams Individual 16.67%
Class Standing after Midterms Individual 33.33%
Final Exams Individual 33.33%
TOTAL 100

E. LEARNING PLAN:
Design or the structure of the course that includes content/topics to be covered; learning resources to be
used; weekly schedule of the topics to be taken up; and the learning methods to be utilized that are most
likely to lead students towards the goals and learning outcomes that were defined.

F. LAWS, CASES AND MATERIALS:

(1) Laws. Commercial Laws specified in the outline of topics.

(2) Cases. The students who are part of the class are required to read the cases specified below.
Students should focus on identifying the rule of law or doctrinal precepts, their application to the
facts, exploring the extent or limit of or exceptions to its application and synthesizing the rule or
doctrine into an integrated or coherent framework.

(3) Textbooks. ______________________

(4) Other Materials. Other relevant materials such as special laws, circulars Issued by the the
Securities and Exchange Commission (SEC), Banko Sentral ng Pilipinas (BSP) and other
administrative agencies are specified in the outline or are assigned the Professor.
Additional materials may be assigned in the course of the semester.

LEARNING
LEARNING METHODS
RESOURCES (activities
TOPIC/CONTENT (print and non-print designed or
(arrangement or sequence of the major topics is based on a materials and deployed by the
logical order) online/ teacher to bring
open-access about, or create
resources) the conditions
for learning)

COURSE INTRODUCTION:
Syllabus Lecture
 Course overview Discussion
 Course assignments
 Course requirements

MODULE 1: INSURANCE LAW

A. Basic Concepts • Syllabus  Recitation

1. Elements of an Insurance Contract • Textbooks  Case study &
2. Characteristics/Nature of Insurance Contracts • Supreme Court reporting
Decisions (SCRA)  Discussion/le
3. Classes of Insurance
cture
a. Marine
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LEARNING METHODS
RESOURCES (activities
TOPIC/CONTENT (print and non-print designed or
(arrangement or sequence of the major topics is based on a materials and deployed by the
logical order) online/ teacher to bring
open-access about, or create
resources) the conditions
for learning)
b. Fire • Statutory  Quiz
c. Casualty Provisions: RA
d. Suretyship 10607
e. Life
f. Microinsurance
g. Compulsory Motor Vehicle Liability
Insurance
h. Compulsory Insurance Coverage for
Agency-Hired Workers
4. Insurable Interest
5. Double Insurance and Overinsurance
6. No Fault, Suicide, and Incontestability
Clause
B. Perfection of the Insurance Contract
C. Rights and Obligations of Parties
1. Insurer
2. Insured
3. Beneficiary
D. Rescission of Insurance Contracts
1. Concealment
2. Misrepresentation or Omissions
3. Breach of Warranties
 LEARNING
METHODS
LEARNING
(activities
RESOURCES
designed or
TOPIC/CONTENT (print and non-
deployed by
(arrangement or sequence of the major topics is based on a print materials
the teacher to
logical order) and online/
bring about, or
open-access
create the
resources)
conditions for
learning)

MODULE 2: TRANSPORTATION LAW

A. Common Carriers • Syllabus  Recitation

• Textbook  Case study
1. Diligence Required of Common Carriers
2. Liabilities of Common Carriers • Supreme Court & reporting
Decisions  Discussion/l
B. Vigilance Over Goods ecture
(SCRA)
1. Exempting Causes  Quiz
• Constitution:
2. Contributory Negligence Provisions of
3. Duration of Liability the Constitution
a) Actual or Constructive Liability on Public
b) Temporary Unloading or Storage Utilities (Art. XII,
4. Stipulation for Limitation of Liability National
a) Void Stipulations Economy and
b) Limitation of Liability to Fixed Amount Patrimony),
c) Limitation of Liability in Absence of • Statutory
Declaration of Greater Value Provisions:
5. Liability for Baggage of Passengers New Civil Code,
Code of
a) Checked-In Baggage
Commerce,
b) Hand-Carried Baggage Warsaw
C. Safety of Passengers Convention,
1. Void Stipulations C.A. No. 146 (as
2. Duration of Liability amended), and
3. Liability for Acts of Others R.A. 11659
a) Employees
b) Other Passengers and Strangers
4. Extent of Liability for Damages
D. The Montreal Convention of 1999
1. Applicability
2. Extent of Liability of Air Carrier
a) Death or Injury of Passenger
b) Lost or Delayed Baggage
E. Public Service Act (Commonwealth Act No. (CA)
146, as amended by RA 11659)
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METHODS
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(activities
RESOURCES
designed or
TOPIC/CONTENT (print and non-
deployed by
(arrangement or sequence of the major topics is based on a print materials
the teacher to
logical order) and online/
bring about, or
open-access
create the
resources)
conditions for
learning)
1. Critical Infrastructure [Sec. 2(e), RA 11659]
2. Foreign State-Owned Enterprise [Sec. 2(g), RA
11659]
3. Public Service as Public Utility [Sec. 4, RA
11659]
4. Unlawful Acts [Sec. 9, RA 11659]
5. Powers of the President to Suspend or Prohibit
Transaction or Investment [Sec. 23, RA 11659]
6. Investments by an Entity Controlled by or
Acting on Behalf of the Foreign Government, or
Foreign State-owned Enterprises [Sec. 24, RA
11659]
7. Reciprocity Clause [Sec. 25, RA 11659]

LEARNING
LEARNING METHODS
RESOURCES (activities
TOPIC/CONTENT (print and non- designed or
(arrangement or sequence of the major topics is print materials deployed by the
based on a logical order) and online/ teacher to bring
open-access about, or create
resources) the conditions for
learning)

MODULE 3: BUSINESS ORGANIZATIONS AND • Syllabus

BANKING LAWS • Textbook
• Supreme Court  Recitation
Decisions  Case study &
I. Business Organizations
(SCRA) reporting
A. Partnerships
• Statutory  Discussion/lect
1. General Provisions ure
Provisions: RA
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TOPIC/CONTENT (print and non- designed or
(arrangement or sequence of the major topics is print materials deployed by the
based on a logical order) and online/ teacher to bring
open-access about, or create
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learning)
a) Definition, Elements, and 11232, New  Quiz
Characteristics Civil Code, R.A.
b) Rules to Determine Existence 11211, R.A.
c) Partnership Term 8791, R.A. 1405,
R.A. 6426, as
d) Partnership by Estoppel
amended, R.A.
e) Partnership as Distinguished from
9160 as
Joint Venture amended by
f) Professional Partnership R.A. 9194,
g) Management 10167, 10365,
2. Rights and Obligations of Partnership 10927 and
and Partners 11521
a) Rights and Obligations of the
Partnership
b) Obligations of Partners Among
Themselves
c) Obligations of
Partnership/Partners to Third
Persons
3. Dissolution and Winding Up
4. Limited Partnership
B. Corporations
1. Definition of Corporation
2. Classes of Corporations
3. Nationality of Corporations
a) Control Test
b) Grandfather Rule
4. Corporate Juridical Entity
a) Doctrine of Separate Juridical
Personality
b) Doctrine of Piercing the
Corporate Veil
5. Capital Structure
a) Number and Qualifications of
Incorporators
b) Subscription Requirements
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based on a logical order) and online/ teacher to bring
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learning)
c) Corporate Term
d) Classification of Shares
6. Incorporation and Organization
a) Promoter
i. Liability of Promoter
ii. Liability of Corporation for
Promoter’s Contracts
b) Subscription Contract
c) Pre-Incorporation Subscription
Agreements
d) Consideration for Stocks
e) Articles of Incorporation
i. Contents
ii. Non-Amendable Items
f) Corporate Name and Limitations
on its Use
g) Registration, Incorporation, and
Commencement of Corporate
Existence
h) Election of Directors or Trustees
i) Adoption of By-Laws
i. Contents of By-Laws
ii. Binding Effects
iii. Amendments
j) Effects of Non-Use of Corporate
Charter
7. Corporate Powers
a) General Powers; Theory of
General Capacity
b) Specific Powers; Theory of
Specific Capacity
c) Power to Extend or Shorten
Corporate Term
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based on a logical order) and online/ teacher to bring
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learning)
d) Power to Increase or Decrease
Capital Stock or Incur, Create,
Increase Bonded Indebtedness
e) Power to Deny Pre-Emptive
Rights
f) Power to Sell or Dispose
Corporate Assets
g) Power to Acquire Own Shares
h) Power to Invest Corporate Funds
in Another Corporation or
Business
i) Power to Declare Dividends
j) Power to Enter into Management
Contract
k) Doctrine of Individuality of
Subscription
l) Doctrine of Equality of Shares
m) Ultra Vires Doctrine
n) Trust Fund Doctrine
8. Stockholders and Members
a) Fundamental Rights of a
Stockholder
b) Participation in Management
i. Proxy
ii. Voting Trust
iii. Cases When Stockholders’
Action is Required
iv. Manner of Voting
c) Proprietary Rights
i. Rights to Dividends
ii. Appraisal Right
iii. Right to Inspect
iv. Preemptive Right
v. Right to Vote
vi. Right to Dividends
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(arrangement or sequence of the major topics is print materials deployed by the
based on a logical order) and online/ teacher to bring
open-access about, or create
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learning)
d) Remedial Rights
i. Individual Suit
ii. Representative Suit
iii. Derivative Suit
e) Obligations of a Stockholder
f) Meetings
9. Board or Directors and Trustees
a) Repository of Corporate Powers
b) Tenure, Qualifications, and
Disqualifications of Directors
c) Requirement of Independent
Directors
d) Elections
e) Removal
f) Filling of Vacancies
g) Compensation
h) Disloyalty
i) Business Judgment Rule
j) Solidary Liabilities for Damages
k) Personal Liabilities
l) Responsibility for Crimes
m) Special Fact Doctrine
n) Inside Information
o) Contracts
i. By Self-Dealing Directors With
the Corporation
ii. Between Corporations With
Interlocking Directors
10. Capital Affairs
a) Certificate of Stock
i. Nature of the Certificate
ii. Uncertificated Shares
iii. Negotiability; Requirements
for Valid Transfer of Stocks
iv. Issuance
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LEARNING METHODS
RESOURCES (activities
TOPIC/CONTENT (print and non- designed or
(arrangement or sequence of the major topics is print materials deployed by the
based on a logical order) and online/ teacher to bring
open-access about, or create
resources) the conditions for
learning)
v. Stock and Transfer Book
vi. Situs of the Shares of Stock
b) Watered Stocks
i. Definition
ii. Liability of Directors for
Watered Stocks
iii. Trust Fund Doctrine for
Liability for Watered Stocks
c) Payment of Balance of
Subscription
i. Call by Board of Directors
ii. Notice Requirement
d) Sale of Delinquent Shares
i. Effect of Delinquency
ii. Call by Resolution of the Board
of Directors
e) Alienation of Shares
i. Allowable Restrictions on the
Sale of Shares
ii. Requisites of a Valid Transfer
f) Corporate Books and Records
i. Right to Inspect Corporate
Records
ii. Effect of Refusal to Inspect
Corporate Records
11. Dissolution and Liquidation
a) Modes of Dissolution
i. Voluntary Dissolution
ii. Involuntary Dissolution
b) Methods of Liquidation
i. By the Corporation Itself
ii. Conveyance to a Trustee
Within a Three-Year Period
iii. By Management Committee or
Rehabilitation Receiver
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(arrangement or sequence of the major topics is print materials deployed by the
based on a logical order) and online/ teacher to bring
open-access about, or create
resources) the conditions for
learning)
iv. Liquidation after Three Years
12. Other Corporations
a) Close Corporations
i. Characteristics
ii. Validity of Restrictions on
Transfer of Shares
iii. Preemptive Right
iv. Amendment of Articles of
Incorporation
b) Non-Stock Corporations
i. Definition
ii. Treatment of Profits
c) Educational Corporations
d) Religious Corporations
i. Corporation Sole
ii. Religious Societies
e) One Person Corporations
i. Excepted Corporations
ii. Capital Stock Requirement
iii. Articles of Incorporation and
By-Laws
iv. Corporate Name
v. Corporate Structure and
Officers
vi. Nominee
vii. Liability
viii. Conversion of Corporation to
One Person Corporations and
Vice-Versa
f) Foreign Corporations
i. Bases of Authority Over
Foreign Corporations
1) Consent
2) Doctrine of “Doing
Business”
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LEARNING METHODS
RESOURCES (activities
TOPIC/CONTENT (print and non- designed or
(arrangement or sequence of the major topics is print materials deployed by the
based on a logical order) and online/ teacher to bring
open-access about, or create
resources) the conditions for
learning)
ii. Necessity of a License to Do
Business
1) Resident Agent
iii. Personality to Sue
iv. Suability of Foreign
Corporations
v. Instances When Unlicensed
Foreign Corporations May be
Allowed to Sue (Isolated
Transactions)
vi. Grounds for Revocation of
License
13. Merger and Consolidation
a) Concept
b) Constituent Corporation vs.
Consolidated Corporation
c) Plan of Merger or Consolidation
d) Articles of Merger or
Consolidation
e) Effects

II. Banking Laws

A. New Central Bank Act (R.A. No. 7653, as

amended by R.A. No. 11211)
1. State Policies
2. Monetary Board and its Powers and
Functions
3. The Bangko Sentral ng Pilipinas and
Banks in Distress
a) Conservatorship
b) Closure
c) Receivership
d) Liquidation
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(arrangement or sequence of the major topics is print materials deployed by the
based on a logical order) and online/ teacher to bring
open-access about, or create
resources) the conditions for
learning)
B. General Banking Law of 2000 (R.A. No.
8791)
1. Definition and Classification of Banks
2. Distinction of Banks from Quasi-Banks
and Trust Entities
3. Nature of Bank Funds and Bank
Deposits
4. Diligence Required of Banks
5. Prohibited Transactions by Bank
Directors and Officers
6. Stipulation on Interests
C. Secrecy of Bank Deposits (R.A. No. 1405,
as amended, and R.A. No. 6426, as
amended)
1. Purpose
2. Prohibited Acts
3. Deposits Covered
4. Exceptions from Coverage
5. Garnishment of Deposits, including
Foreign Deposits
D. Anti-Money Laundering Act (R.A. No.
9160, as amended by R.A. No. 9194,
10167, 10365, 10927, and 11521)
1. Policy
2. Covered Institutions and Their
Obligations
3. Covered Transactions
4. Suspicious Transactions
5. Safe Harbor Provision
6. Money Laundering (How Committed;
Unlawful Activities or Predicate
Crimes)
7. Anti-Money Laundering Council and
its Functions
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open-access about, or create
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learning)
8. Authority to Inquire into Bank
Deposits
9. Freezing of Monetary Instrument or
Property
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open-access about, or create
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learning)

MODULE 4: INVESTMENT

• Syllabus  Recitation
A. Foreign Investments Act (RA 7042, as • Textbook  Case study &
amended by RA 11647) • Supreme Court reporting
Decisions (SCRA)  Discussion/lect
1. Policy of the Law [Sec. 1, RA 11647]
2. Definition of Terms [Sec. 2, RA 11647] • Statutory
ure
Provisions: RA  Quiz
a) Foreign Investment
8799, RA 10667
b) Doing Business
and RA 7042
c) Export Enterprise
d) Domestic Market Enterprise
3. Registration of Investment of Non-
Philippine Nationals [Sec. 6, RA 11647]
4. Foreign Investments in Export
Enterprises [Sec. 7, RA 11647]
5. Foreign Investments in Domestic
Market Enterprises [Sec. 7, RA 7042]
6. 6. Foreign Investment Negative List
[Sec. 8, RA 11647]
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TOPIC/CONTENT (print and non-print designed or
(arrangement or sequence of the major topics is materials and deployed by the
based on a logical order) online/ teacher to bring
open-access about, or create
resources) the conditions for
learning)
 LEARNING
LEARNING METHODS
RESOURCES (activities
TOPIC/CONTENT (print and non-print designed or
(arrangement or sequence of the major topics is materials and deployed by the
based on a logical order) online/ teacher to bring
open-access about, or create
resources) the conditions for
learning)

MODULE 5: INTELLECTUAL PROPERTY AND

ELECTRONIC COMMERCE ACT
• Syllabus  Recitation
I. Intellectual Property • Textbook  Case study &
• Supreme Court reporting
Decisions (SCRA)  Discussion/lect
A Patents
• Statutory ure
1. Patentable Inventions  Quiz
Provisions:
a) Novelty
Statutory
b) Inventive Step Provisions: RA
c) Industrial Applicability 8293 and RA 8792
2. Non-Patentable Inventions
3. Ownership of a Patent
a) Right of a Patent
b) First-to-File Rule
c) Inventions Created Pursuant to
a Commission
d) Right of Priority
4. Grounds for Cancellation of a Patent
5. Remedy of the True and Actual
Inventor
6. Rights Conferred by a Patent
7. Limitations of Patent Rights
a) Prior User
b) Use by Government
8. Patent Infringement
a) Tests in Patent Infringement
i. Literal Infringement
ii. Doctrine of Equivalents
b) Defenses in Action for
Infringement
9. Licensing
a) Voluntary
b) Compulsory
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learning)
10. Assignment and Transmission of
Rights
B. Trademarks
1. Marks vs. Collective Marks vs. Trade
Names
2. Acquisition of Ownership of Mark
3. Acquisition of Ownership of Trade
Name
4. Non-Registrable Marks
5. Test to Determine Confusing Similarity
Between Marks
a) Dominancy Test
6. Well-Known Marks
7. Rights Conferred by Registration
8. Cancellation of Registration
9. Trademark Infringement
10. Unfair Competition
C. Copyright
1. Basic Principles [Sec. 172.2, 175, and
181 only]
2. Copyrightable Works
a. Original Works
b) Derivative Works
3. Non-Copyrightable Works
4. Rights Conferred by a Copyright
5. Ownership of a Copyright
6. Limitations on Copyright
7. Doctrine of Fair Use
8. Copyright Infringement

II. Electronic Commerce Act (R.A. No. 8792)

A. Legal Recognition of Electronic Data

Messages, Documents, and Signatures
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learning)
B. Presumption Relating to Electronic
Signatures
C. Admissibility and Evidential Weight of
Electronic Data Message or Electronic
Document
D. Obligation of Confidentiality

POLICIES:

Policies and values that the teacher might want to communicate through the syllabus concerning
attendance, participation, academic integrity (e.g. plagiarism, cheating, fabrication), missing
assignments, missed exams, recording classroom activities, online behavior during synchronous sessions,
etc.

1. Attendance will be checked every meeting.

2. Students who are called to recite but absent shall get a grade of 60.
3. Students who missed a quiz will get a grade of 60.
4. Students are prohibited from recording the online class as this is a violation of the Copyright of
the Professor.

Prepared by:

Signature
______________________________
Faculty, College of Law

Approved by:

Signature
Atty. Marciano G. Delson
Dean, College of Law

Date Prepared by the Faculty