Favorite Bar Areas of Justice Ramon Paul L. Hernando [Part 2] - An insured, who gains knowledge of a material fact already after the effectivity of the insurance policy, is not obliged to divulge it. The reason for this is that the test of concealment of material fact is determined [at any time before the policy becomes effective]. (2011, Bar). - Where the insurer was made to pay the insured for a loss covered by the insurance contract, such insurer can run after the third person who caused the loss through subrogation. What is the basis for conferring the right of subrogation to the insurer? ANS. [ The equitable assignment that results from the insurer’s payment of the insured]. (2011, Bar). - In return for the 20 years of faithful service of X as a househelper to Y, the latter promised to pay Php100,000.00 to X’s heirs if he (X) dies in an accident by fire. X agreed. Is this an insurance contract? ANS. [No, since Y actually made a conditional donation in X’s favor]. (2011, Bar). Property Insurance - If an insurance policy prohibits additional insurance on the property insured without the insurer's consent, such provision being valid and reasonable, a violation by the insured ANS. [avoids the policy]. (2011, Bar). - Insurable interest; property insurance (2009, Bar). Marine Insurance - Limited liability rule; Total loss; Abandonment of the ship. (2011, Bar) - Fortuitous event; shipper's liability when the goods were unconditionally placed with shipper for transportation. (2011, Bar). - [...] The leakage was caused by the extensive mileage that the ship had accumulated. May the insurer be made to answer for the damage to the cargo and the ship? [No, since the proximate cause of the damage was due to ordinary usage of the ship, and thus not due to a peril of the sea] (2011, Bar). - For a constructive total loss to exist in marine insurance, it is required that the person insured relinquish his interest in the thing insured. This relinquishment must be [actual]. (2011 Bar) - Perils of the ship, under marine insurance law, refer to loss which in the ordinary course of events results from ANS. [natural and inevitable actions of the sea]. (2011, Bar). - Shipowner X, in applying for a marine insurance policy from ABC, Co., stated that his vessel usually sails middle of August and with normally 100 tons of cargo. It turned out later that the vessel departed on the first week of September and with only 10 tons of cargo. Will this avoid the policy that was issued? ANS. [No, because there was only representation of intention.] (2011, Bar). Separate juridical entity - Limited liability rule; peircing the corporate veil; (i) control test; (ii) fraud test; and (iii) harm test (2011, Bar). - Derivative suit; doctrine of "business judgement rule." (2016, Bar) Right of Shareholders. -  effect of transfer, sale, or endorsement of share from shareholder to the third party (2016, Bar) Note: REPUBLIC ACT No. 11232 No transfer, however, shall be valid, except as between the parties, until the transfer is recorded in the books of the corporation showing the names of the parties to the transaction, the date of the transfer, the number of the certificate or certificates and the number of shares transferred. No shares of stock against which the corporation holds any unpaid claim shall be transferable in the books of the corporation. See also, February 17, 2016 G.R. No. 184332 ANNA TENG vs. SECURITIES AND EXCHANGE COMMISSION (SEC) and TING PING LAY - the By-Laws cannot deny a shareholder his right of pre-emption. (2011, Bar). Share; quorum; transfer book (2009, Bar) -Triple A Corporation (Triple A) was incorporated in 1960, with 500 founders’ shares and 78 common shares as its initial capital stock subscription. However, Triple A registered its stock and transfer book only in 1978, and recorded merely 33 common shares as the corporation’s issued and outstanding shares. In 1982, Juancho, the sole heir of one of the original incorporators filed a petition with the Securities and Exchange Commission (SEC) for the registration of his property rights over 120 founders’ shares and 12 common shares. The petition was supported by a copy of the Articles of Incorporation indicating the incorporators’ initial capital stock subscription. Will the petition be granted? Why or why not? (3%) On May 6, 1992, a special stockholders’ meeting was held. At this meeting, what would have constituted a quorum? Explain. (3%) What is a stock and transfer book? (2009, Bar) - Tender Offer Rule under the Securities Regulation Code. (2016, Bar) - the 5-year rule on amendment of corporate term applies only to extension, not to shortening, of term. (2011, Bar). [End of Part 2] fb_@PhilJuris https://bit.ly/3hg0Zxc