Business & Corporate

Forming a Partnership

• If a non-partner allows his name to be included in the firm name, can he be held liable as a partner?
• Can a partnership acquire and own real property in its own name?
• Can our partnership itself own land, or must the title be held in a partner's name?
• Can our partnership use a firm name with no partner's name in it, and what if an outsider's name appears in it?
• Can two people who are legally prohibited from giving each other donations form a universal partnership?
• Can spouses, or others barred from donating to each other, form a universal partnership together?
• In a universal partnership of profits, do I keep ownership of the property I already owned before joining?
• Does a business partnership need to be in writing to be legally valid?
• Does an association whose articles are kept secret among its members have juridical personality?
• If we form a universal partnership of all present property, does everything I currently own go into the common fund?
• Does my partnership have to register with the SEC, and what happens if we do not?
• Does a partnership with capital of P3,000 or more have to be registered with the SEC?
• Can I be held liable for a partnership debt just for letting people believe I was a partner?
• If we agree to pool everything we own into a partnership, what exactly goes into the common fund?
• In a universal partnership of profits, does the property I already own become partnership property or does it stay mine?
• If I inherit money while in a universal partnership of profits, does that inheritance become partnership property?
• We are contributing land to a partnership. Besides a public instrument, what else does the law require to avoid the partnership being void?
• Is our partnership still liable to third persons even though we never registered it with the SEC?
• Our group keeps its arrangement secret and each member deals in his own name. Are we a real partnership with juridical personality?
• My public misrepresentation as someone's partner didn't actually create a real partnership obligation — am I on the hook for the whole debt myself, or just my share?
• Someone publicly represented me as his partner with my knowledge and I never corrected it — can creditors who relied on that hold me personally liable?
• Two people are contributing money together with the plan to share profits. Are they automatically partners even without a formal contract?
• What is the difference between a universal partnership and a particular partnership?
• Can two lawyers or two doctors form a partnership under Philippine law to practice their profession together?
• What is the difference between a general partnership and a limited partnership as regards the liability of the partners?
• We formed a partnership for a purpose that turns out to be illegal. What happens to the partnership?
• Our partnership has no written contract. Is it still valid?
• Is a partnership void if a partner contributed land but no inventory of it was attached?
• We want to contribute real property to our partnership. Must the partnership agreement be in a public instrument?
• If our secret partnership has no juridical personality, what rules govern us instead?
• If I share profits with someone, does that automatically make us business partners?
• What are the two kinds of universal partnership under the Civil Code?
• In a universal partnership of all present property, do future profits from that property also become common, or just the property itself?
• After a court dissolved our partnership for having an unlawful purpose, do the profits go to us or to the State?
• We formed a universal partnership but never specified which kind. What do we have?
• We split the profits of a business but never signed anything — does that make us legal partners?
• What happens to the profits of a partnership formed for an unlawful purpose?
• If we agree to a universal partnership but never specify which kind, what kind is it by default?
• What legally makes two people who work together in business partners?
• When does a partnership legally begin, from the signing of the contract or from when we start operating?

Limited Partnerships

• As a limited partner, am I protected from being personally bound by the partnership's obligations?
• As a limited partner, when can I withdraw and get my contribution back?
• Can a general partner do an act that makes it impossible to carry on the limited partnership's ordinary business without the limited partners' consent?
• Can a general partner possess or assign partnership property for something other than a partnership purpose without the limited partners' consent?
• Can a limited partner have the partnership dissolved and wound up by court decree?
• Can a limited partner be made a party to a lawsuit by or against the partnership?
• Can a limited partner have the partnership dissolved and wound up when he rightfully demands his contribution back but is refused?
• A limited partner already got his contribution back, can he still be liable to the partnership's creditors?
• Can a limited partner's liability to the partnership be waived, and whose consent does that require?
• Can a limited partnership admit additional limited partners after it has already been formed?
• Can a personal creditor of a limited partner reach his interest in the partnership?
• Can I be held liable for a false statement in the limited partnership certificate I signed?
• Can I contribute my services as a limited partner instead of cash or property?
• Can one person be both a general partner and a limited partner in the same partnership?
• Can some limited partners be given priority over the others for the return of their contributions?
• Can a general partner confess a judgment against the limited partnership without the limited partners' consent?
• Can the general partners keep the limited partnership's business going after a general partner dies without the limited partners' consent?
• If a court grants a creditor a charging order against my interest as a limited partner, do I lose my right to claim property as exempt from execution under other laws?
• If a limited partner was wrongfully returned property he contributed, does he hold it in trust for the partnership?
• A limited partner contributed property, not money, is he entitled to that same property back or only its cash value?
• Does the certificate forming a limited partnership have to be signed and sworn to?
• Does a limited partnership dissolve if a general partner dies, retires, or becomes insolvent?
• Does the name of a limited partnership have to include the word 'Limited'?
• Can a person be both a general partner and a limited partner in the same partnership at the same time, and what special rights does that give him regarding his contribution?
• My father died while still a limited partner — is his estate personally liable for the obligations he had as a limited partner?
• My father was a limited partner when he died — what rights and powers does his executor have in the limited partnership for purposes of settling his estate?
• A general partner in our limited partnership has retired — does the limited partnership automatically dissolve?
• How do you form a limited partnership, and what must the certificate state?
• I put money into a business believing I was a limited partner, but the certificate was defective. Am I now fully liable as a general partner?
• Is a limited partnership validly formed if there was only substantial compliance in good faith with the certificate requirements?
• Can I contribute my personal services as capital in a limited partnership in place of cash or property?
• I discovered that the limited partnership certificate contained a false statement but I did not amend or cancel it before someone relied on it — can I be held liable for that?
• Can a limited partner be joined as a party to a lawsuit brought by or against the partnership, and is there any exception?
• I signed the limited partnership certificate knowing one of its statements was false and a person later suffered a loss relying on it — can they hold me liable?
• My surname appears in our limited partnership's name even though I am only a limited partner — am I automatically liable to creditors as a general partner?
• As a limited partner I exercised my normal rights but also started actively controlling business decisions — does that make me personally liable as a general partner?
• What happens if a limited partner's surname appears in the partnership's firm name?
• One of our general partners died — can the limited partnership keep going with the surviving general partners if all members consent?
• Must the partnership's debts to creditors be paid before a limited partner's contribution can be returned to him?
• The limited partnership certificate is silent about any priority among the limited partners — on what basis do we all share when contributions are returned?
• Our limited partnership predates the Civil Code and we have never gone through the conversion process under Article 1844 — does staying unconverted put its legal validity at risk?
• I contributed to a business thinking I had become a limited partner, but the papers were never properly filed — if I promptly renounce my profits on learning the mistake, am I still treated as a general partner?
• Our limited partnership was formed under the old law before the Civil Code took effect — can it become a limited partnership under the new Civil Code rules, and what must we do?
• Does a limited partner lose their limited liability protection if they start taking part in managing the business?
• Our limited partnership agreement gives certain limited partners priority over the others for return of contributions — is that valid and what must be done for it to be effective?
• My surname was already part of the business's name years before I became a limited partner in it — can I keep it in the firm name without being treated as a general partner?
• What can a general partner not do without the written consent of all the limited partners?
• What happens to a limited partner's interest when he dies?
• What is a limited partner, and am I liable for the partnership's obligations?
• What information must the certificate contain in order to form a limited partnership?
• What rights do I have as a limited partner to inspect the books and get information about the partnership?
• Under what circumstances can a limited partner rightfully demand the return of his contribution?
• When may a limited partner receive his share of the profits or compensation by way of income?
• When can a limited partner take out his share of the profits from the partnership?
• When is the certificate of a limited partnership cancelled?
• When must the certificate of a limited partnership be amended?
• When must a limited partnership's certificate be cancelled or amended?
• Can a limited partner's charged interest be redeemed using partnership property, or only with a general partner's separate property?

Partners' Rights & Duties

• A partner made a secret profit from a partnership transaction. Does he have to account for it to the partnership?
• A partner refuses to put in more capital to save the failing business, what happens to him?
• Am I entitled to demand true and full information about the business from my partners?
• I am only an industrial partner — am I personally liable for the partnership's contracts made in its name if its assets are not enough to pay?
• Can a partnership agreement legally cut one partner out of all profits?
• Can an industrial partner be forced to contribute additional capital when the partnership is facing imminent loss?
• Can a partner who only contributes labor also run a competing business on the side?
• If a partner dies, can the deceased partner's heirs demand full information about the partnership's business from the surviving partners?
• Can I recover money I paid out of my own pocket for the partnership, plus interest?
• Can I use specific partnership property for my own personal purposes?
• Our partnership agreement itself gives me the right to demand an accounting at certain times — can I invoke that even though I'm not being excluded from the business?
• Can the partners agree to postpone or waive the right to an accounting of each partner's interest that normally arises at the date of dissolution?
• Can we let a third person decide each partner's share of the profits and losses, and can I challenge that decision?
• Can we entrust one of the partners with deciding how profits and losses are divided?
• A capitalist partner set up his own side business doing the exact same work as our partnership without telling us — what are the consequences?
• Our industrial partner secretly ran his own business while managing ours. Can the capitalist partners expel him from the firm?
• I caused a loss to our partnership by mistake but also brought in extraordinary profits through other efforts. Can the court reduce the amount I owe for the loss?
• Do all partners have to contribute the same amount of capital to the partnership?
• How are profits and losses divided among partners if the partnership agreement never specified it?
• How is the value of goods that a partner contributes to the partnership determined?
• If a specific thing I contributed to the partnership is destroyed, who bears the loss?
• If our partnership agreement does not say how much each partner puts in, how much must each contribute?
• Our partnership agreement says nothing about whether the industrial partner can run his own business. Does that silence permit him to do so?
• Our partnership suffered heavy losses this year. As the industrial partner who contributed only services, must I share in those losses?
• Our partnership agreement fixes the capitalist partners' shares of profit but says nothing about the industrial partner's share. How is his share determined?
• Our partnership agreement sets each partner's share of profits. Does the same ratio apply to losses if the agreement is silent on losses?
• Are there other situations besides being locked out of the business where courts will still order a formal partnership accounting?
• Our partnership agreement says one partner shares in no losses at all — is that stipulation valid?
• Can a partner run a competing side business in the same line as the partnership?
• A partner secretly earned a profit from a transaction connected with the partnership business using partnership property without our consent — does he have to hand that profit over to the partnership?
• My co-partners have locked me out of the business and denied me access to partnership property — can I demand a formal accounting even though the partnership has not been dissolved?
• My negligence caused a loss to our partnership. Can I set that off against the profits I earned for the firm in other deals?
• I was supposed to contribute my car to the partnership on a set date but delayed. Am I liable for the fruits of that car from the date it was due?
• What happens if my business partner never puts in the capital he promised?
• I promised to contribute a specific piece of land to our partnership. Do I also warrant the partnership against eviction from that land?
• Can a partner demand to see the partnership's financial books if the managing partner refuses to show them?
• What can the other partners do if one partner used partnership funds for personal expenses?
• I promised to contribute money to our partnership and failed to do so. Do I owe interest and damages from the date I should have paid?
• A partner took money from the partnership's cash and used it for himself without authorization. From when does he owe interest?
• Where must our partnership keep its books of account, and can any individual partner access and copy those books?
• Can I be sued by my own partnership for not delivering the capital I promised to contribute?
• The partnership is facing imminent loss and I do not want to add more money. Can I be forced to contribute?
• What do I still owe the partnership as a limited partner if I never fully paid in my promised contribution?
• When can I demand a formal accounting of the partnership's affairs?
• When does my right to an accounting of my partnership interest accrue?
• Who bears the risk of loss for property that was contributed and appraised in the partnership inventory?
• If goods a partner contributed lose value after they are brought into the partnership, who bears that loss?
• Who bears the risk of loss for fungible goods a partner contributed to the partnership to be sold?

Your Share & Personal Creditors

• A partner personally owes me money under a court judgment. Can I go after his interest in the partnership?
• I bought a partner's entire interest in the partnership — does that give me the right to take part in managing the business or to inspect the books?
• A partner assigned his whole interest to me and management has been committing fraud — can I avail myself of any remedies even though I am only an assignee?
• My co-partner conveyed his whole interest to a third person without our consent — what exactly is the assignee entitled to receive from the partnership?
• Can a partner bring in his own associate to share his stake without the other partners agreeing?
• Can my family reach my rights in specific partnership property to enforce a claim for legal support against me?
• Can my partner bring an outsider in to share his part of the partnership without the consent of the other partners?
• Can a creditor who won a judgment against me personally get a court order charging my share of the partnership profits?
• Can my personal creditor attach specific partnership property to satisfy a debt I owe him personally?
• Can the other partners redeem or buy back a partner's interest that a creditor has charged by court order?
• If a partnership owes money, do its creditors get paid before a partner's own personal creditors?
• My partner sold his interest in the partnership — can the buyer now take part in managing it?
• My personal creditors want to take my share of the partnership property to satisfy a judgment against me — can they do that before the partnership's own debts are paid?
• I have a judgment against a partner personally — can I attach and sell his interest in partnership assets to collect, even though partnership creditors exist?
• What do I actually own as a partner, the firm's specific assets or just a share of the profits and surplus?
• What exactly does a partner's interest in the partnership consist of?

Managing the Partnership

• Can our managing partner act on the business even if the other partners object?
• We have two managing partners with no divided duties, can one of them act without the other's agreement?
• I was appointed manager of our partnership in the partnership agreement itself — can the other partners remove me without a valid reason, the way an ordinary agency can be revoked at will?
• Can we revoke the authority of a managing partner who was appointed in the articles of partnership without giving any just or lawful cause?
• As a partner, do I have a right to participate in managing the partnership?
• Our managing partner was named in the articles of partnership — can the other partners block him from acting if he is doing something in bad faith?
• Our managing partner was appointed after we had already formed the partnership — can the partners remove him at any time without needing a particular reason?
• A managing partner collected money owed to him personally from someone who also owes the partnership, how is that payment applied?
• I am a managing partner and I collected a sum owed both to me personally and to the firm, but only issued a receipt for my personal credit. How is the amount applied?
• If a managing partner issues a receipt crediting a payment to the partnership's debt instead of his own, does the whole payment go to the partnership?
• No one was designated as manager in our partnership, can any partner's act bind the firm?
• Our agreement says none of the managing partners may act without the others' consent. Can one act alone in an emergency?
• Our agreement says the managing partners must act unanimously, can one act while another is absent?
• Our partnership has several managing partners with no defined duties. Can each of them act alone?
• Is the partnership liable for losses I suffer simply from managing its business, even without a specific expense or contract?
• If I pay my store manager a percentage of profits as part of his salary, does that make him my business partner?
• Two managing partners disagree on a business decision, whose choice prevails?
• We never agreed on who manages the partnership. Who has authority to run it?
• What vote among the partners is required to revoke the authority of a partner who was appointed manager in the articles of partnership?

Partnership Debts & Liability

• A partner conveyed partnership land without authority, can the partnership recover the property?
• A partner received a client's money within his apparent authority and misapplied it. Is the partnership liable?
• Are all the partners personally and solidarily liable for a wrongful act committed by one partner in the business?
• Are individual partners personally liable for the debts of the partnership?
• All the partners assigned the business to outsiders who promised to pay the debts — can the old partnership's creditors still go after the continuing business?
• The remaining partners kept the business going after one left, can the old partnership's creditors still collect from the continuing business?
• Can one partner sign a contract that legally binds the whole partnership?
• Can one partner make an important alteration to the partnership's real property without the others' consent?
• Can something one partner admits about partnership affairs be used as evidence against the whole partnership?
• Can our partnership agreement shield a partner from liability to outside creditors?
• One of our partners committed fraud against the partnership itself — does notice given to him still count as notice to the whole partnership?
• I collected my share of a debt owed to the partnership and now the debtor has become insolvent, do I have to bring what I received back to the partnership?
• I collected my share of a partnership credit before the others did, and the debtor went bankrupt. Must I bring what I received into the partnership?
• If I give notice to one partner, does that count as notice to the whole partnership?
• If notice of a matter was given to one partner, is the entire partnership considered notified?
• If the partnership owns land, in whose name must the title be conveyed when it is sold?
• I was just admitted as a new partner into an existing partnership — can the old creditors reach my personal assets for debts the partnership incurred before I joined?
• I bought partnership land from a partner who had no authority to sell it, but I paid a fair price without knowing about the lack of authority — can the partnership still take the property back from me?
• Can my own house and savings be taken for debts the business already had before I came in as a partner?
• Is a stipulation that a partner will not be liable to partnership creditors valid?
• Is the partnership liable for an obligation I contracted in good faith in the interest of the business?
• Is a newly admitted partner liable for debts the partnership incurred before they joined?
• When a new partner joined and the partnership's business continued without winding up, can the old creditors of the dissolved partnership collect from the continuing business?
• A partner did something that was clearly outside the ordinary way of carrying on our partnership business — is the partnership bound by what he did?
• A partner made a statement about partnership affairs but it was outside the scope of his authority — can that statement be used as evidence against the partnership?
• Partnership land was titled in the partnership's name but a partner sold it in his own name — what interest, if any, actually passed to the buyer?
• A partner had no actual authority to make a particular deal and the other party knew it — is the partnership still bound?
• A client left money with our partnership in the course of business and one of our partners took it for himself while it was still held by the firm — does the partnership owe the client that money back?
• Our partner collected a third person's property while acting within his apparent authority and then misappropriated it — must the partnership make the third person whole even if the partnership itself never benefited?
• Partnership creditors want to collect from the partners personally — must the partnership's own assets be exhausted first before they can do that?

Dissolution & Winding Up

• A partner wrongfully dissolved the partnership in breach of the agreement, can the rest of us claim damages from him?
• A partner retired but the business continued without settling accounts, how is he paid out for his interest?
• After a partner dies, are the remaining partners liable among themselves for a deal another partner made without knowing of the death?
• After the partnership is dissolved, can a partner still bind it to brand-new transactions?
• After our partnership dissolves, who has the right to wind up its affairs?
• In liquidation, is a loan a partner made to the partnership paid ahead of the return of his capital contribution?
• In liquidating a partnership, are the partners repaid their capital before they are paid their share of the profits?
• Can a court dissolve the partnership because a partner's conduct is prejudicially affecting the business?
• Can a court dissolve the partnership if the business can only be carried on at a loss?
• Can a court dissolve the partnership if a partner has become incapable of performing his part of the contract?
• I wrongfully caused our partnership to dissolve — do I still have the right to wind up its affairs myself?
• Instead of interest, can a retired or deceased partner's estate choose the profits earned from the use of his interest in the continuing business?
• One of our partners was expelled and the rest of us kept the business running without formally winding up — can the old partnership's creditors still go after the continuing business?
• Can I ask a court to dissolve the partnership because a partner has been declared insane or is of unsound mind?
• Can a partner ask the court to wind up the partnership instead of leaving it to the other partners?
• If I was defrauded into joining a partnership, can I be indemnified against its debts and liabilities?
• Is dissolving a corporation handled as a special proceeding in court, not as an ordinary lawsuit?
• What happens to a partnership when one of the partners dies?
• What exactly does 'dissolution' mean in partnership law, and is the partnership immediately over the moment it dissolves?
• Our partnership dissolved for a reason that had nothing to do with any partner's act, death, or insolvency — is a partner's authority to bind the firm cut off immediately as between the partners?
• After a fixed-term partnership continues informally past its end date without a fresh agreement, does the at-will right to dissolve kick in automatically for every partner, even one who couldn't have quit early during the original term?
• Do outside creditors have to be paid before the partners recover their capital when the partnership is wound up?
• Does a partnership end the moment it is dissolved, or does it continue for some purpose?
• Does the partnership stop existing the moment it is dissolved?
• Does dissolving a partnership require a court order, or can one partner's withdrawal or death trigger it automatically?
• The partnership was dissolved — does that immediately terminate every partner's authority to act for the partnership?
• Does dissolving the partnership wipe out a partner's existing liabilities to creditors?
• Does dissolving the partnership by itself discharge a partner's existing liability to creditors?
• The firm kept using my late father's name in the partnership name — does that make his individual property liable for debts the business contracts now?
• The business that continued after our partnership dissolved kept using a deceased partner's name — does that alone make his personal estate liable for the new business's debts?
• I was defrauded into joining a partnership. If I rescind, what am I entitled to recover?
• I paid partnership debts after being defrauded into joining, can I stand in the place of the creditors I paid?
• If I am expelled from the partnership under the terms of our agreement, what am I entitled to receive?
• I am retiring from the partnership but the others will keep running the business. What am I owed for my interest?
• In what order are the debts paid when a partnership is liquidated after dissolution?
• Is a deceased partner's individual property liable for partnership obligations incurred while he was a partner?
• If partnership assets are not enough to pay its debts on liquidation, must the partners contribute to cover the shortfall?
• My partner willfully and persistently breaches our agreement, can I have a court dissolve the partnership?
• On what grounds can I ask a court to decree the dissolution of my partnership?
• Our fixed-term partnership expired but we kept operating without a new agreement. Are we still partners?
• A partner voluntarily dissolved our partnership and then, knowing about the dissolution, continued to contract in the firm's name — is he personally liable to his co-partners for the consequences?
• One of our partners died and another partner, not knowing about the death, made a new deal on behalf of the partnership — is that partner personally liable to his co-partners for obligations arising from that deal?
• Can a partner just walk away from a partnership whenever they want?
• When a partnership is dissolved without breaking the agreement, what is each partner entitled to receive?
• What legally causes a business partnership to dissolve?
• When a partnership is liquidated, in what order are its liabilities paid?
• When our partnership dissolves without anyone breaching the agreement, how is the property applied and the surplus distributed?

Agents & Powers of Attorney

• If an agent signs a deal beyond what they were authorized to do, is the principal still bound by it?
• Can an agent buy the property they were hired to sell for their own benefit?
• The agent signed the contract in his own name — can I still sue the principal behind him?
• Can a power of attorney be revoked if it was given as the means of fulfilling an obligation?
• Can someone become my legal agent without any written appointment, just from my silence or inaction?
• Can I get out of a deal by claiming my agent did not know something that I myself knew?
• Can I become someone's agent merely by not replying to a power of attorney sent to me by letter?
• Can I demand to see the power of attorney before dealing with someone's representative?
• Can I revoke a power of attorney I gave someone at any time?
• Can my agent do things I did not spell out if they are conducive to accomplishing the job I gave him?
• Can my agent keep a rebate or extra payment he received from the other side of the deal?
• Can my agent simply quit in the middle of the job, and is he liable for the damage that causes?
• Can my attorney-in-fact lease out my property for more than one year without a special power?
• Can my attorney-in-fact pass the job on to a substitute, and who answers if the substitute messes up?
• I am a commission agent and the goods I received were already damaged when they arrived — must I make a written statement of the damage to avoid being held responsible for it?
• I am a commission agent and agreed to receive a del credere or guarantee commission in addition to my ordinary fee — what additional obligation does that create for me?
• I authorised my agent to sell on credit — is he required to tell me the names of the buyers, and what happens if he does not?
• My agent sold my goods on credit without my permission — can I demand that he pay me in cash as if the sale had been made for cash?
• I am a del credere commission agent — when must I pay my principal the proceeds of a credit sale I made on his behalf?
• Does a general power of attorney let my representative sell or mortgage my property?
• Does granting a new special power of attorney to someone else cancel my existing agent's general power for that matter?
• Does an agent's authority to act automatically end when the principal dies?
• I appointed two agents together. Is each of them liable for the other's failure?
• Am I liable to a third party if I let someone act as though he had full authority to represent me?
• I publicly announced someone as my representative and later withdrew it privately — am I still bound?
• I revoked my general agent's authority but never announced it. Am I bound to outsiders who dealt with him in good faith?
• If someone hands me a power of attorney in person and I take it without objection, have I accepted the agency?
• If my agents agreed to be solidarily liable, is each answerable for the other's fault or negligence?
• Is a commission agent liable for goods that arrive damaged?
• Must my agent advance his own money for the job if he agreed to, even when I have become insolvent?
• My agent has a special power to compromise. Can he also submit the matter to arbitration?
• My agent departed from my instructions but got me a better result. Did he exceed his authority?
• My agent exceeded his authority and the third person's contract was rejected. Who compensates that third person?
• My agent sold my goods on credit without asking me. What can I do?
• My agent used my money for his own purposes. Does he owe me interest, and from when?
• My agent was authorized to lend out my money. Can he borrow it for himself?
• My agent appointed a substitute who caused problems. Can I sue the substitute directly?
• My commission agent handles identical goods belonging to several owners. Must he keep mine distinguished from the rest?
• My commission agent sold my goods on credit with my authority. What must he report to me?
• Is a broker entitled to a commission if the sale they arranged eventually falls through?
• Several of us granted one agent a power of attorney for a common transaction. Can I revoke it on my own?
• Someone forwarded me goods to handle but I declined the agency. Do I still have to look after them?
• What is a guarantee or del credere commission, and what does the agent take on?
• What must my agent do when I gave no specific instruction for a situation that came up?
• What is the difference between a general agency and a special agency?
• When can I refuse to reimburse the expenses my agent incurred?
• When does an agent become personally liable to the person he contracted with?

Corporations & Business Regulation

• Can a business be shut down for promoting or facilitating child prostitution or abuse?
• Can a corporation own property and bring lawsuits like a natural person?
• Can a travel agency or recruitment agency be held liable for promoting child sex tours?
• Can I sue a competitor who uses force, intimidation or deceit against my business?
• We agreed to deliver shares at a fixed price knowing we would just settle the difference in cash - is that contract enforceable?
• Can a corporation settle a lawsuit without the board of directors formally authorising it?
• Our corporation is filing a complaint — does the officer who signs the certification against forum shopping need a secretary's certificate or an SPA attached?
• Does a drug testing center need to be licensed and accredited by the DOH before it can operate?
• Where is a corporation or other juridical person considered domiciled when its charter does not specify a place?
• Is the goodwill of a business considered property that can be sold or transferred to another person?
• A writ of attachment was issued against me and I own shares in a corporation — how does the sheriff actually attach shares of stock?
• Is a company officer personally liable when the corporation violates the child protection law?
• Is copyright or patent protection covered by the Civil Code, or does a separate law apply?
• Can I pledge shares of stock or a bill of lading as security for a loan?
• Does the Civil Code itself govern trade-marks and trade-names, or are they controlled by a separate law?
• Is a trade-mark owned by the person who registered it even before they start using it commercially?
• What is the off-limits sign the DSWD posts on establishments involved in child abuse?
• What kinds of entities count as juridical persons under the Civil Code?
• When does a government-created public corporation legally begin to exist as a separate entity?
• What law governs a private corporation in the Philippines, and what governs a partnership?

Bus & Passenger Claims

• Is a bus company liable when its own driver injures a passenger while violating company orders?
• What exact standard of care must a common carrier observe for the safety of its passengers?
• My bus ticket and a sign at the terminal both disclaim all liability for injury. Are those disclaimers valid?
• Do the cargo rules or the hotel-keeper rules apply to my checked baggage versus the bag I keep with me on a bus?
• The carrier is carrying me without charge. If I am injured through its gross negligence, can it rely on a clause limiting its liability?
• Can a carrier limit its liability for negligence when a passenger is being carried for free?
• If a passenger is killed in a bus or ferry accident, how are the damages measured?
• Is a carrier liable if I am injured on board by another passenger or a stranger?
• If I am injured in a bus or ferry accident, do I have to prove the operator was negligent?
• Must a passenger also take care to avoid injuring himself while riding a bus or ferry?
• Is the 'not liable for injuries' notice printed on a bus or ferry ticket binding on passengers?
• I was partly at fault when I was injured in a bus accident. Does my contributory negligence bar me from recovering damages?
• I bought a discounted bus ticket. Does the carrier's lower fare justify limiting its liability if I am injured?
• What standard of care does the law require of a bus company or shipping line?

Cargo & Carrier Liability

• Armed men hijacked the cargo truck carrying my goods during a civil disturbance. Is the carrier excused from liability?
• The carrier and I agreed on a maximum liability amount. If my goods are lost, does that agreement shift the burden of proving negligence onto me?
• The carrier refused to carry my goods unless I agreed to limit its liability. Can I later challenge that limitation?
• A bill of lading or document of title was marked 'not negotiable' — can the holder still negotiate it to another person?
• Can a carrier blame a strike or riot for failing to deliver my goods?
• Can a carrier limit its liability for a delay caused by a strike or riot?
• Can a shipping company put a cap in the contract on what it pays for lost goods?
• Can a shipping line escape liability for lost cargo by blaming a typhoon or flood?
• Can the carrier and I agree in advance on a fixed sum it will pay if my goods are lost?
• My shipment was lost in transit to another country. Does Philippine law or the law of the destination country govern the carrier's liability?
• Can a carrier refuse to pay for a damaged shipment by blaming my packaging?
• My goods were temporarily offloaded at a port in transit and were then lost. Is the carrier still responsible?
• The carrier was already overdue in transporting my goods when a storm struck and destroyed them. Can the carrier hide behind the storm?
• The Bureau of Customs destroyed my shipment on the carrier's ship by lawful order. Is the carrier responsible to me for that loss?
• I transported goods for a client who has not paid the freight — do I have a preferred claim on those goods while they are in my possession or for thirty days after delivery?
• My shipment was lost and the carrier cannot point to any of the specific exempting causes. Is there a presumption against the carrier?
• My cargo arrived at the port but no one picked it up for days. Is the carrier still responsible for it while it waits for the consignee?
• Does a carrier still get the benefit of its liability cap if it delayed the shipment or changed the route?
• The Civil Code does not cover a specific issue about a common carrier's obligation. What other laws fill the gap?
• Does the Civil Code's list of one-year to ten-year filing deadlines override a different deadline set by the Code of Commerce for a business claim?
• What standard of care is a common carrier required to observe over the goods entrusted to it?
• What makes a transporter a common carrier, and does it matter if they only serve a few regular clients?
• My goods were damaged during transport. The carrier says the damage was caused by my own defective packing. If true, is the carrier excused?
• If my cargo is lost or damaged, do I have to prove the carrier was negligent?
• Does it matter that the carrier had no competitor on the route when judging whether its liability limit is fair?
• Even if I agreed to limit the carrier's liability, is it still presumed negligent when my goods are lost?
• How long does a carrier stay responsible for goods sitting in its warehouse?
• Is a carrier liable for baggage I checked in that goes missing?
• Is a 'goods carried at owner's risk' clause in a shipping contract enforceable?
• Is my claim for lost cargo limited to the value written on the bill of lading?
• Does a van or truck operator hauling goods for a fee count as a common carrier under Philippine law?
• Does the carrier stay fully liable for my goods while they sit in its warehouse waiting for me to pick them up?
• My goods were lost when the ship carrying them sank in a typhoon. Is the shipping company liable?
• The carrier is the only one serving the route and imposed a low liability cap. Does its monopoly status affect whether that cap is valid?
• Can the Public Service Commission cancel a bus company's franchise for repeatedly failing to observe its duty of extraordinary diligence?
• I partly caused the damage to my own goods by poor labeling, but the carrier was also negligent. Can I still claim damages?
• My goods were lost because the ship's hold was defective. The carrier claims the contract releases it from liability for that. Is that clause enforceable?
• The shipping contract says the carrier is not responsible for the acts or omissions of its employees. Is that valid?
• The carrier's waybill says goods are transported at the owner's risk. Is that clause binding?
• What are the only causes that excuse a common carrier from liability for lost or damaged goods?
• When does a carrier's responsibility for my shipment begin and when does it end?
• When is a stipulation limiting a common carrier's liability for lost goods actually valid?
• Which country's law governs the carrier's liability if my goods are shipped to another country?

Warehouse Receipts & Title Documents

• A negotiable warehouse receipt was stolen and then negotiated to someone who paid value in good faith. Does that person get good title?
• Can a creditor seize goods that are covered by a negotiable warehouse receipt?
• Can a creditor attach or levy on goods that are in a bailee's custody and covered by a negotiable document of title?
• Can a warehouse mix my grain with grain of the same kind belonging to other clients?
• Does marking a document of title 'not negotiable' actually change anything?
• A negotiable document of title has been issued for the goods and a third party acquired it in good faith for value — can my unpaid seller's lien still override that person's rights?
• My debtor's goods are tied up in a negotiable document of title I cannot levy on. How can I reach them?
• I run a warehousing business - can I charge my clients for keeping their goods even without a written fee agreement?
• What does a negotiable document of title actually do for the holder?
• What rights does a holder of a document of title get by due negotiation?
• What title and rights does a person acquire when a negotiable document of title has been duly negotiated to him?

More Business & Corporate Questions

• In a business dispute, can I use a published trade directory or industry price list to prove market value, without having to fly in whoever compiled it to testify?
• I deposed an officer of the company I am suing — can I use that deposition for any purpose at trial, even if he shows up to testify?
• My co-partner was declared incompetent — can his legal guardian demand full information about our partnership's business on his behalf?
• It's been more than three months since I found out about the third person's decision on our partnership's profit split — can I still challenge it as unfair?
• If my sibling and I jointly own a rental property and just split the rent, does that make us business partners?
• If my corporation goes bankrupt, are my personal assets protected because the company is a separate legal person?
• If a court forces me to reveal a trade secret while testifying, does it have to do anything to keep that information protected?
• I brought in someone to share my portion of the partnership without asking the other partners — does that make them an actual partner with rights to manage or inspect the books?
• Our partnership agreement says one partner won't be liable to outside creditors — even though that's void against creditors, can the rest of us still enforce it against each other?
• The witness on the stand is an officer of the company suing me — can my lawyer ask leading questions since he's effectively adverse?
• Can partners agree in their contract to start the partnership on a later date than when they signed it?
• All the actual partners knew about and agreed to someone being falsely presented as our partner — does that make it a true partnership debt instead of just that person's personal obligation?
• If only some partners kept actively running the business after a fixed term ended, without any formal settlement, is that enough to prove the partnership continued?
• If two businesses agree to split their combined gross sales, does that create a partnership between them?
• I signed as a surety on a company loan - can the creditor collect from me right away without first going after the borrower?
• What law governs a government agency or public corporation -- the Civil Code, or the special law that created it?