2010 BAR QUESTIONS:

IX (Mercantile Law)
Your client Dianne approaches you for legal advice on putting up a medium-sized restaurant
business that will specialize in a novel type of cuisine. As Dianne feels that the business is a
little risky, she wonders whether she should use a corporation as the business vehicle, or
just run it as a single proprietorship. She already has an existing corporation that is
producing meat products profitably and is also considering the alternative of simply setting
up the restaurant as a branch office of the existing corporation.
1. Briefly explain to your client what you see as the legal advantages and
disadvantages of using a separate corporation, a single proprietorship, or a branch of
an existing corporation for the proposed restaurant business. (3%)
2. If you advise your client to use a corporation, what officer positions must the
corporation at least have? (2%)
3. What particular qualifications, if any, are these officers legally required to possess
under the Corporation Code? (2%)
IV(REMEDIAL LAW)
X was driving the dump truck of Y along Cattleya Street in Sta. Maria, Bulacan. Due to his
negligence, X hit and injured V who was crossing the street. Lawyer L, who witnessed the
incident, offered his legal services to V.
V, who suffered physical injuries including a fractured wrist bone, underwent surgery to
screw a metal plate to his wrist bone.
On complaint of V, a criminal case for Reckless Imprudence Resulting in Serious Physical
Injuries was filed against X before the Municipal Trial Court (MTC) of Sta. Maria. Atty. L, the
private prosecutor, did not reserve the filing of a separate civil action.
V subsequently filed a complaint for Damages against X and Y before the Regional Trial
Court of Pangasinan in Urdaneta where he resides. In his "Certification Against Forum
Shopping," V made no mention of the pendency of the criminal case in Sta. Maria.
a. Is V guilty of forum shopping? (2%)
b. Instead of filing an Answer, X and Y move to dismiss the complaint for damages on
the ground of litis pendentia. Is the motion meritorious? Explain. (2%)
c. Suppose only X was named as defendant in the complaint for damages, may he
move for the dismissal of the complaint for failure of V to implead Y as an
indispensable party? (2%)
d. X moved for the suspension of the proceedings in the criminal case to await the
decision in the civil case. For his part, Y moved for the suspension of the civil case to
await the decision in the criminal case. Which of them is correct? Explain. (2%)
e. Atty. L offered in the criminal case his affidavit respecting what he witnessed during
the incident. Xs lawyer wanted to cross-examine Atty. L who, however, objected on
the ground of lawyer-client privilege. Rule on the objection. (2%)
IX (LABOR LAW)
A was working as a medical representative of RX pharmaceutical company when he met and
fell in love with B, a marketing strategist for Delta Drug Company, a competitor of RX. On
several occasions, the management of RX called As attention to the stipulation in his
employment contract that requires him to disclose any relationship by consanguinity or
affinity with coemployees or employees of competing companies in light of a possible
conflict of interest. A seeks your advice on the validity of the company policy. What would be
your advice? (3%)
X (LABOR LAW)

A, an employee of XYZ Cooperative, owns 500 shares in the cooperative. He has been asked
to join the XYZ Cooperative Employees Association. He seeks your advice on whether he can
join the association. What advice will you give him? (3%)