Institute of Law
CODE OF COMMERCE Commerce It is that branch of human activity, the purpose of which is to bring products to the consumer by means of exchanges or operations which tend to supply and extend to him, habitually, with intent to gain at the proper time and place in good quality and quantity. “Commerce” and “trade” are used interchangeably although the former is more commonly used in international dealings and the latter in domestic ones. (Pandect of Commercial Law and jurisprudence, justice Jose Vitug, 1997 ed.) Commercial Law It is that branch of private law governing acts of commerce (Business intercourse) and/or the juridical relations arising from such commercial acts. (Pandect of commercial law and jurisprudence, justice Jose Vitug, 1997 ed.) Principal characteristics: 1. uniform 2. universal 3. equitable 4. customary 5. progressive Law Merchant/Lex Mercatoria An old international law of merchants and mariners growing out of their customary practices. It was a law practiced and enforced by businessman and ship owners in their own courts without professional judges or lawyers. (Tristan Catindig, Notes on Selected Commercial Laws) Commercial Laws in the Philippines A. Code of Commerce (Portions still in force) 1. Merchants, Commercial registries, Book of Merchants, General provisions on Commercial Contracts (Arts. 1-63) 2. Joint Accounts (Arts. 239-243) 3. Transfers of non- negotiable credits (Arts. 347- 348)
4. Commercial Contracts of Overland transportation (Arts. 349-379) 5. Letters of Credit(Arts. 567-572) 6. Maritime Commerce (Atrs.573-869) B. Special Laws 1. Corporation Code 2. Negotiable Instruments Law 3. Insurance Code 4. Insolvency Law 5. Securities Registration Code 6. Public Service Law 7. General Banking Law 8. Warehouse Receipts Law 9. Chattel Mortgage Law 10. Others C. New Civil Code (repealed certain contracts in the Code of Commerce) 1. Sales 2. Partnership 3. Agency 4. Loan 5. Deposit 6. Guaranty Merchants A. Foreign Merchants Those engaged in business in the Philippines 1. As to capacity to contract - governed by the laws of their country 2. As to the creation of their establishments, their mercantile operations and the jurisdiction of our courts - governed by the Code of Commerce Note: The Corporation Code applies to corporations. B. Filipino Merchants 1. Natural Person Qualifications: a. Legal capacity to engage in commerce (capacity) i. of legal age (18years) ii. has free disposition of property b. habitually engaged in commerce (habituality) 2. Juridical person Qualifications: a. industrial or commercial company b. organized in accordance with existing legislation Habituality 1. Series of acts: the repetition and continuation of commercial acts in such manner that they are related to each other by reason of the commercial or end which they 1
Commercial Law Study Guide
Centralized Bar Operations 2007
Far Eastern University
Institute of Law
tend to have, which is, the exchange or circulation of products. 2. Single acts: Act which manifests the intention to engage habitually in commerce. Examples: Throwing open to the public a shop or establishment; public announce; etc. Presumption of habituality Exists from the moment a person who intends to engage in commerce announces through circulars, newspapers, handbills, posters exhibited to the public, or in any other manner whatsoever, an establishment which has for its object some commercial operations. (Art. 3 of code of commerce) Disqualifications from Engaging in Commerce A. Absolute disqualifications: 1. those serving the penalty of civil interdiction; 2. those judicially declared insolvent; 3. those who are absolutely disqualified under special laws. B. Relative Disqualifications: 1. Certain government officials, such as judicial officers, prosecutors, department heads, collectors, and custodian of government funds 2. Money and commercial brokers 3. those who are under...