Philippine Bar review · Question

Practice question: Asset-only and Business Enterprise Transfers

Multiple Choice Hard Jurisprudence

Practice question

A transaction falls within a proved successor-liability exception protecting a creditor. Buyer and seller privately allocate the debt to another contracting party through a hold-harmless clause. The creditor never consents to release its rights. Under Y-I Leisure, which treatment is correct?
  1. Private allocation automatically binds every nonparty creditor.
  2. The creditor's rights vanish when parties sign an indemnity.
  3. The clause necessarily releases every original debtor.
  4. The clause may allocate recourse between contracting parties but cannot by itself defeat the protected nonconsenting creditor's claim.
  5. Every indemnity clause is void for all purposes.

Legal references

  • Y-I Leisure v. Yu, GR207161, September8 2015, main decision: https://lawphil.net/judjuris/juri2015/sep2015/gr_207161_2015.html
  • RA11232, RCC, Sections39 and73–74: https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463

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