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Seabreeze Holdings, Inc. (Debtor) is a Philippine corporation. By its by-laws, any security interests in assets exceeding PHP 5,000,000 must be authorized by the Board of Directors and signed by the President or an approved signatory; there is no outstanding Board resolution authorizing the Treasurer to sign for loans of this size. Debtor borrows PHP 6,200,000 from Oceanic Bank (Creditor) to finance expansion. To secure the loan, Debtor executes a Security Agreement describing collateral as: “All present and after-acquired machinery, equipment, inventory, vehicles, and related assets used in Debtor’s business, together with all accessions and proceeds.” The instrument is delivered to Creditor and authenticated by Debtor’s Corporate Treasurer. Debtor continues to operate; Creditor disburses funds; there are no other security interests. (a) Identify the essential elements for creation/attachment of a security interest under RA 11057. (b) Based on the facts, did attachment occur? Explain with reasons. (c) If attachment did not occur, what steps could Creditor take to create a valid security interest in the collateral?

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Clara

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