The solicitor general has the right to question or

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The Solicitor General has the right to question or contest the validity of its corporate existence through a quo-warranto proceedings D. In a suit filed against the corporation for breach of contract, the plaintiff can allege that the corporation has no legal personality and therefore all incorporators shall be held personally liable for damages 44. A law was passed disqualifying former members of Congress from sitting in the Board of Directors of government owned or controlled corporations. Because of this, the Board of Directors of ABC Corp, a government owned and controlled corporation, disqualified C, a former Congressman, from continuing to sit as one of its members. C objected, however, insisting that under the Corporation Code, members of the board of directors of corporations may only be removed by vote of shareholders’ holding 2/3 of its outstanding capital stock in a regular or special meeting called for that purpose. Is C correct? A. Yes, since the new law cannot be applied to members of the board of directors already elected prior to its passage
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B. No, since the disqualification takes effect by operation of law and it is sufficient that C was declared no longer a member of the board C. Yes, since the provisions of the Corporation Code apply as well to government owned and controlled corporations D. No, since the board has the power to oust C even without the new law. Page 10 NEGOTIABLE INSTRUMENT 45. A is maker and B is payee of a negotiable promissory note payable to order. There is no valuable consideration for the note. B delivers the instrument to C, without indorsement, under circumstances that otherwise would have made C a holder in due course such as, that C did not know of the absence of consideration. May C recover from A? A. Yes, because A’s personal defense cannot be used against C B. Yes, because the promissory note is negotiable C. No, because A has a real defense which can be used even against a holder in due course D. No, because C acquires only B’s rights and A can set up against B the defense of absence of consideration 46. A issued a check dated April 2, 2017, in favor of B in payment of A’s obligation to B amounting to P100,000. B kept the check in his drawer and failed to encash it due to his busy schedule. On February 16, 2018, B presented the check to the drawee bank for payment. The bank refused to pay the check for failure of B to present the check within the reasonable time after its issue. In this case A. A’s obligation to B is extinguished because the impairment of the check is due to B’s fault B. B can sue the bank because as drawee it is the party primarily liable C. A’s obligation to B is not extinguished because the failure of B to present the check for payment within a reasonable time did not cause any injury to A D. When B accepted the check when A tendered payment, A’s obligation is extinguished 47. M delivers a negotiable promissory note payable to P or order. Later, P makes a special indorsement to A and A delivers the note to B. Who is the holder?
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