Practice question
A controlling director with a proved special disclosure duty secretly withholds decisive information. The evidence establishes that the seller would not have agreed without the concealment and that the fraud was serious and not mutual. The director says no spoken falsehood means consent can never be challenged. Which is best?
- The established silence-duty and serious-inducement facts engage Articles 1338-1339 and 1344
- Every silent purchase is always beyond review
- A director can privately waive the seller’s consent
- Only subsequent market prices determine fraud
- The absence of a spoken sentence conclusively defeats every civil issue
Legal references
- Civil Code: https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/53360; Articles 1338-1339,1344, applied to special-fact share-purchase disclosure.
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