PROPOSED ANSWERS TO THE 2018 BAR EXAMS IN COMMERCIAL LAW - Dean Nilo T. Divina

Sep 21, 2026

Uploaded by Jasmine

Proposed answers to the 2018 Bar Examinations in Commercial Law by Dean Nilo T. Divina, addressing multiple issues across commercial transactions and negotiable instruments. The text analyzes obligations of correspondent banks in letters of credit and the limits of confirming or negotiating bank duties, and it discusses criminal and civil liability connected to trust receipt agreements. It further covers rules on incomplete and undelivered instruments, holder in due course defenses, authority to complete blanks, representative signatories, accommodation parties, corporate separate personality in stock transactions, and interest/usury implications under applicable circulars and legal rate principles.

LanguageEnglish

CategoryExam

FormatPDF

Pages9

Reading Time23 min

AccessFree to download

Proposed Answers to the 2018 Bar Exams in Commercial Law

Bank obligations in letters of credit

Criminal and civil liability under trust receipt agreements

Incomplete and undelivered instruments; holder in due course

Dating and authority to fill in blanks

Representative signing and accommodation parties

Corporate separate personality in stock sales

Usury, interest rate suspension, and validity of the note

Common carriers and extraordinary diligence

PROPOSED ANSWERS TO THE 2018 BAR EXAMS IN COMMERCIAL LAW Dean Nilo T. Divina I. A. There is no merit in the case against YB. YB only acted as an advising bank whose only obligation after determining the apparent authenticity of the letter of credit is to transmit a copy thereof to the beneficiary of the letter of credit. It has no obligation to ensure that the goods loaded for exportation corresponded with those described in the bill of lading. ( Bank of America vs Court of Appeals, GR No. 105395 ) YB cannot be considered a confirming bank because to be one it must have assumed a direct obligation to the seller as if it has issued the letter of credit. ( Marphil Export Corporation vs. Allied Banking Corporation, GR No. 187922, September 21, 2016 ) Nether is YB a negotiating bank because it did not buy the draft of the beneficiary of the letter of credit. But even if YB acted as a confirming or negotiating bank, such kind of correspondent bank has no similar obligation to ensure that the goods shipped match with those described in the bill of lading. B . The President of YEC cannot invoke as a defense the doctrine of separate juridical personality to avoid criminal liability. The law specifically makes the director, officer or any person responsible for the violation of the Trust receipt agreement criminally liable precisely for the reason that a Corporation, being a juridical entity, cannot be the subject of the penalty of imprisonment. Nevertheless, following the same doctrine of separate legal personality, he cannot be civilly liable there being no showing that he binds with YEC to pay the loan. Only YEC is liable to pay the loan covered by the letter of credit/trust receipt. Ching vs. Secretary of Justice, 481 SCRA 609 ( 2006 ) and Section 13 of PD 115 II. A. Yvette cannot hold Yolanda liable on the note. This a case of incomplete and undelivered instrument insofar as Yolanda is concerned. Where an incomplete instrument has not been delivered, it will not, if completed and negotiated without authority, be a valid contract in the hands of any holder, including a holder in due course as against Yolanda, whose signature was placed thereon before delivery ( Section 15 of the Negotiable instruments law ) B. The answer will not be the same. Now that the instrument is complete but undelivered and in the hands of Yvette, a holder in due course, a valid and intentional delivery to make all parties prior to Yvette liable is conclusively presumed under Section 16 of the NIL. Therefore, Yvette can hold Yolanda, a prior party, liable. A complete but undelivered instrument is only a personal defense not available against a holder in due course. PROPOSED ANSWERS TO THE 2018 BAR EXAMS IN COMMERCIAL LAW Dean Nilo T. Divina III. A. The defense is not meritorious. Where the instrument is not dated, it will be considered to be dated as of the time it was issued (Section 17 of NIL ( C ) . Section 14 of NIL also concedes to the payee the prima facie authority to fill-in the blanks in a negotiable instrument. Such prima facie stands in the absence of evidence to the contrary. B. The defense is not meritorious. Where the instrument contains or a person adds to his signature words indicating that he signs for or on behalf of a principal or in a representative capacity, he must disclose his principal and must indicate that he is acting on behalf of his principal ( Section 20 of NIL ) . Alternative answer The defense is meritorious. Since the matter of signing the note by Yektas on behalf of YTC is known to Ysmael, then, Yektas has no personal liability as it may be inferred from the note that he is acting only in a representative capacity. C. The defense is not meritorious. An accommodation party signs a negotiable instrument as a maker, drawer, endorser, acceptor without receiving value therefor and only for the purpose of lending his name in another. He is liable to a holder for value notwithstanding such holder, at

FAQs

What obligations does an advising bank have under a letter of credit?

The advising bank’s role is to transmit a copy of the letter of credit to the beneficiary after determining the apparent authenticity of the document. It has no obligation to ensure that the exported goods match what is described in the bill of lading.

When can criminal and civil liability arise from a trust receipt agreement involving a corporation?

The law makes the director, officer, or responsible person criminally liable for violations because a corporation cannot be the subject of imprisonment. For civil liability, separate legal personality is followed and civil liability does not attach without showing that the person binds with the corporation to pay the loan.

How are incomplete and undelivered negotiable instruments treated in relation to a holder in due course?

An incomplete instrument not delivered will not become a valid contract in the hands of a holder if completed and negotiated without authority against a party whose signature was placed before delivery. However, once the instrument is complete but undelivered and in the hands of a holder in due course, intentional delivery making prior parties liable is presumed, and defenses based on personal defects are generally not available against such holders.

Sep 21, 2026

Uploaded by Jasmine