G.R. No.

L-28351 July 28, 1977

UNIVERSAL MILLS CORPORATION, petitioner,

vs.
UNIVERSAL TEXTILE MILLS, INC., respondent.

78 SCRA 62 – Business Organization – Corporation Law – Tradenames

Facts:
In 1953, Universal Textile Mills, Inc. (UTMI) was organized. In 1954, Universal Hosiery Mills Corporation
(UHMC) was also organized. Both are actually distinct corporations but they engage in the same
business (fabrics). In 1963, UHMC petitioned to change its name to Universal Mills Corporation (UMC).
The Securities and Exchange Commission (SEC) granted the petition.
Subsequently, a warehouse owned by UMC was gutted by fire. News about the fire spread and investors
of UTMI thought that it was UTMI’s warehouse that was destroyed. UTMI had to make clarifications that it
was UMC’s warehouse that got burned. Eventually, UTMI petitioned that UMC should be enjoined from
using its name because of the confusion it brought. The SEC granted UTMI’s petition. UMC however
assailed the order of the SEC as it averred that their tradename is not deceptive; that UTMI’s tradename
is qualified by the word “Textile”, hence, there can be no confusion.
ISSUE: Whether or not the decision of the SEC is correct.
HELD: Yes. There is definitely confusion as it was evident from the facts where the investors of UTMI
mistakenly believed that it was UTMI’s warehouse that was destroyed. Although the corporate names are
not really identical, they are indisputably so similar that it can cause, as it already did, confusion. The
SEC did not act in abuse of its discretion when it order UMC to drop its name because there was a factual
evidence presented as to the confusion. Further, when UMC filed its petition for change of corporate
name, it made an undertaking that it shall change its name in the event that there is another person, firm
or entity who has obtained a prior right to the use of such name or one similar to it. That promise is still
binding upon the corporation and its responsible officers.
INDUSTRIAL REFRACTORIES CORPORATION OF THE
PHILIPPINES, petitioner, vs. COURT OF APPEALS, SECURITIES AND
EXCHANGE COMMISSION and REFRACTORIES CORPORATION OF
THE PHILIPPINES, respondents.

G.R. No. 122174, October 3, 2002

Facts:

Respondent Refractories Corporation of the Philippines (RCP) is a corporation duly organized on October
13, 1976. On June 22, 1977, it registered its corporate and business name with the Bureau of Domestic
Trade.

Petitioner IRCP was incorporated on August 23, 1979 originally under the name "Synclaire Manufacturing
Corporation". It amended its Articles of Incorporation on August 23, 1985 to change its corporate name to
"Industrial Refractories Corp. of the Philippines".

Both companies are the only local suppliers of monolithic gunning mix.

Respondent RCP then filed a petition with the Securities and Exchange Commission to compel petitioner
IRCP to change its corporate name.

The SEC rendered judgment in favor of respondent RCP.

Petitioner appealed to the SEC En Banc. The SEC En Banc modified the appealed decision and the
petitioner was ordered to delete or drop from its corporate name only the word "Refractories".

Petitioner IRCP filed a petition for review on certiorari to the Court of Appeals and the appellate court
upheld the jurisdiction of the SEC over the case and ruled that the corporate names of petitioner IRCP
and respondent RCP are confusingly or deceptively similar, and that respondent RCP has established its
prior right to use the word "Refractories" as its corporate name.

Petitioner then filed a petition for review on certiorari

Issue:

Are corporate names Refractories Corporation of the Philippines (RCP) and "Industrial Refractories Corp.
of the Philippines" confusingly and deceptively similar?

Ruling:

Yes, the petitioner and respondent RCP’s corporate names are confusingly and deceptively similar.
Petitioners corporate name is Industrial Refractories Corp. of the Phils., while
respondents is Refractories Corp. of the Phils. Obviously, both names contain
the identical words Refractories, Corporation and Philippines. The only word
that distinguishes petitioner from respondent RCP is the word Industrial which
merely identifies a corporations general field of activities or operations. We
need not linger on these two corporate names to conclude that they are
patently similar that even with reasonable care and observation, confusion
might arise. .[31] It must be noted that both cater to the same clientele, i.e.
[31]
the steel industry.
Further, Section 18 of the Corporation Code expressly prohibits the use of a corporate name which is
"identical or deceptively or confusingly similar to that of any existing corporation or to any other name
already protected by law or is patently deceptive, confusing or contrary to existing laws". The policy
behind said prohibition is to avoid fraud upon the public that will have occasion to deal with the entity
concerned, the evasion of legal obligations and duties, and the reduction of difficulties of administration
and supervision over corporation.

The Supreme Court denied the petition for review on certiorari due for lack of merit.
G.R. No. 101897. March 5, 1993.

LYCEUM OF THE PHILIPPINES, INC., petitioner, vs. COURT OF APPEALS, LYCEUM OF

APARRI, LYCEUM OF CABAGAN, LYCEUM OF CAMALANIUGAN, INC., LYCEUM OF LALLO,
INC., LYCEUM OF TUAO, INC., BUHI LYCEUM, CENTRAL LYCEUM OF CATANDUANES,
LYCEUM OF SOUTHERN PHILIPPINES, LYCEUM OF EASTERN MINDANAO, INC. and
WESTERN PANGASINAN LYCEUM, INC., respondents.

219 SCRA 610

FACTS:

1. Petitioner had sometime commenced before in the SEC a complaint against Lyceum of Baguio, to require it to
change its corporate name and to adopt another name not similar or identical with that of petitioner. SEC decided
in favor of petitioner. Lyceum of Baguio filed petition for certiorari but was denied for

lack of merit.

2. Armed with the resolution of the Court, petitioner instituted before the SEC to compel private respondents,
which are also educational institutions, to delete word “Lyceum” from their corporate names and permanently to
enjoin them from using such as part of their respective names.

3. Hearing officer sustained the claim of petitioner and held that the word “Lyceum” was capable of appropriation
and that petitioner had acquired an enforceable right to the use of that word.

4. In an appeal, the decision was reversed by the SEC En Banc. They held that the word “Lyceum” to have become
identified with petitioner as to render use thereof of other institutions as productive of consfusion about the
identity of the schools concerned in the mind of the general public.

5. Petitioner went to appeal with the CA but the latter just affirmed the decision of the SEC En Banc.

Issue: WON the corporate names of the parties are identical with or deceptively similar to that
of the petitioner.

HELD: No

Under the corporation code, no corporate name may be allowed by the SEC if the proposed name is identical or
deceptively or confusingly similar to that of any existing corporation or to any other name already protected by
law or is patently deceptive, confusing or contrary to existing laws. The policy behind this provision is to avoid
fraud upon the public, which would have the occasion to deal with the entity concerned, the evasion of legal
obligations and duties, and the reduction of difficulties of administration and supervision over corporations.

The corporate names of private respondents are not identical or deceptively or confusingly similar to that of
petitioner’s. Confusion and deception has been precluded by the appending of geographic names to the word
“Lyceum”. Furthermore, the word “Lyceum” has become associated in time with schools and other institutions
providing public lectures, concerts, and public discussions. Thus, it generally refers to a school or an institution of
learning.

Petitioner claims that the word has acquired a secondary meaning in relation to petitioner with the result that the
word, although originally generic, has become appropriable by petitioner to the exclusion of other institutions.

The doctrine of secondary meaning is a principle used in trademark law but has been extended to corporate names
since the right to use a corporate name to the exclusion of others is based upon the same principle, which
underlies the right to use a particular trademark or tradename. Under this doctrine, a word or phrase originally
incapable of exclusive appropriation with reference to an article in the market, because geographical or otherwise
descriptive might nevertheless have been used for so long and so exclusively by one producer with reference to
this article that, in that trade and to that group of purchasing public, the word or phrase has come to mean that
the article was his produce. The doctrine cannot be made to apply where the evidence didn't prove that the
business has continued for so long a time that it has become of consequence and acquired good will of
considerable value such that its articles and produce have acquired a well known reputation, and confusion will
result by the use of the disputed name.

Petitioner didn't present evidence, which provided that the word “Lyceum” acquired secondary meaning. The
petitioner failed to adduce evidence that it had exclusive use of the word. Even if petitioner used the word for a
long period of time, it hadn’t acquired any secondary meaning in its favor because the appellant failed to prove
that it had been using the same word all by itself to the exclusion of others.
LAUREANO INVESTMENT & DEVELOPMENT
CORPORATION, petitioner, vs. THE HONORABLE COURT OF
APPEALS and BORMAHECO, INC., respondents.

Facts:

Spouses Reynaldo Laureano and Florence Laureano are majority stockholders of LAUREANO INVESTMENT &
DEVELOPMENT CORPORATION. They entered into a series of loan and credit transactions with Philippine National
Cooperative Bank (PNCB). To secure payment of the loans, they executed Deeds of Real Estate Mortgage. In view
of their failure to pay their indebtedness, PNCB applied for extrajudicial foreclosure of the real estate mortgages.

Bormaheco, Inc. became the successor of the obligations and liabilities of PNCB over subject lots by virtue of a
Deed of Sale/Assignment.

Bormaheco, Inc. filed an ex-parte petition with the Registry of Deeds of Makati for the issuance of a writ of
possession over various lots that it bought from a bank. A motion for intervention was filed by LIDECO Corporation
for certain adverse claims. Bormaheco opposed the motion on the ground that Lideco has no personality to sue
because it is not a juridical entity. Apparently, Lideco is not a corporation registered with the Securities and
Exchange Commission. Bormaheco’s opposition was granted.

Lideco assailed the decision on the ground that LIDECO is an acronym for Laureano Investment & Development
Corporation which is a duly organized corporation.

Both the lower court and CA rendered a decision in favor of Bormaheco.

Issue: May a plaintiff/petitioner which purports to be a corporation validly bring suit under a name other than that
registered with the Securities and Exchange Commission?

Held: No.

Ratio: Section 1, Rule 3 of the Rules of Court provides that only natural or juridical persons or entities authorized
by law may be parties to a civil action. Under the Civil Code, a corporation has a legal personality of its own (Article
44), and may sue or be sued in its name, in conformity with the laws and regulations of its organization (Article 46).
Additionally, Article 36 of the Corporation Code similarly provides:

Art. 36. Corporate powers and capacity. — Every corporation incorporated under this Code has the power and
capacity: To sue and be sued in its corporate name;

In the case at bar, “Lideco Corporation” had no personality to intervene since it had not been duly registered as a
corporation. If petitioner legally and truly wanted to intervene, it should have used its corporate name as the law
requires and not another name which it had not registered. Indeed, as the Respondent Court found, nowhere in
the motion for intervention and complaint in intervention does it appear that “Lideco Corporation” stands for
Laureano Investment and Development Corporation. Bormaheco, Inc., thus, was not estopped from questioning
the juridical personality of “Lideco Corporation,” even after the trial court had allowed it to intervene in the case. A
corporation cannot sue under a name other than that registered with the SEC. The contention that Laureano
Investment & Development Corporation merely used the abbreviation is not tenable. “Lideco Corporation” had no
personality to intervene since it had not been duly registered as a corporation. . If Laureano Investment &
Development Corporation truly wished to intervene, it should have, it should have used its corporate name as the
law requires and not another name which it had not registered.

Dispositive: The petition is hereby DENIED.

PISON-ARCEO AGRICULTURAL and DEVELOPMENT
CORPORATION, petitioner, vs. NATIONAL LABOR RELATIONS
COMMISSION and NATIONAL FEDERATION OF SUGAR WORKERS-
FOOD and GENERAL TRADE (NFSW-FGT)/ JESUS PASCO, MARTIN
BONARES, EVANGELINE PASCO, TERESITA NAVA, FELIXBERTO
NAVA, JOHNNY GARRIDO, EDUARDO NUEZ and DELMA
NUEZ, respondents.
Facts:

On June 13, 1988, a labor case for illegal dismissal, reinstatement, payment of backwages and
attorney’s fees was filed against Jose Edmundo Pison (ADMINISTRATOR AND MANAGAGER
OF HACIENDA LANUTAN) and Hacienda Lanutan. The executive labor arbiter rendered a
decision in favor of the dismissed workers.

Pison appealed and the National Labor Relations Commission (NLRC) affirmed the labor
arbiter. However, in the NLRC ruling, it ordered petitioner Pison-Arceo Agricultural and
Development Corporation (PADC) as solidarily liable together with Pison and the Hacienda,
PADC being the owner of the Hacienda and in which Pison is a majority stockholder.

PADC assails the order of the NLRC on due process grounds as it averred that it was not
issued summons hence it was not able to defend itself in court and therefore the judgment
against it is void.

ISSUE: Whether or not the NLRC acted without or in excess of jurisdiction or with grave abuse
of discretion when it it included motu proprio the corporation solidarily liable with Pison.

HELD: No.

The Supreme Court emphasized that in labor cases and other administrative cases, the Rule of
Civil Procedure are not strictly applied especially so in the interest of laborers. So long as there
is a substantial compliance, a party can be placed under the jurisdiction of the labor court.

In the case at bar, There is no dispute that Hacienda Lanutan, which was owned SOLELY by
petitioner, was impleaded and was heard. If at all, the non-inclusion of the corporate name of
petitioner in the case before the executive labor arbiter was a mere procedural error which did
not at all affect the jurisdiction of the labor tribunals. Petitioner was adequately represented in
the proceedings conducted at the regional arbitration branch by no less than Hacienda
Lanutans administrator, Jose Edmundo Pison, who verified and signed his/Hacienda Lanutans
position paper and other pleadings submitted before the labor arbiter.It can thus be said that
petitioner, acting through its corporate officer Jose Edmundo Pison, traversed private
respondents complaint and controverted their claims.

Moreover, there is substantial compliance when summons was served to Jose Edmundo Pison
who was also the administrator of the Hacienda. Since Pison is the administrator and
representative of petitioner in its property (Hacienda Lanutan) and recognized as such by the
workers therein, we deem the service of summons upon him as sufficient and substantial
compliance with the requirements for service of summons and other notices in respect of
petitioner corporation. We rule that Jose Pisons knowledge of the labor case and effort to resist
it can be deemed knowledge and action of the corporation. Indeed, to apply the normal precepts
on corporate fiction and the technical rules on service of summons would be to overturn the bias
of the Constitution and the laws in favor of labor.

Furthermore, Hacienda Lanutan is an arm of PADC, the organism of which it is an integral part.
By necessity, the real party in interest in this case is petitioner, not “Hacienda Lanutan” which is
merely its non-juridical arm. In dealing with private respondents, petitioner represented itself to
be “Hacienda Lanutan.” Hacienda Lanutan is roughly equivalent to its trade name or even
nickname or alias. The names may have been different, but the IDENTITY of the petitioner is
not in dispute. Thus, it may be sued under the same by which it made itself known to the
workers. PADC is therefore adequately represented by Pison in the proceedings in the labor
tribunal. If at all, the non-inclusion of the corporate name of PADC in the case before the
executive labor arbiter was a mere procedural error which did not at all affect the jurisdiction of
the labor tribunals.
PHILIPPINE FIRST INSURANCE COMPANY, INC.
vs.
MARIA CARMEN HARTIGAN, CGH, and O. ENGKEE
G.R. No. L-26370
(July 31, 1970)

FACTS:
On June 1, 1953, plaintiff was originally named as 'The Yek Tong Lin Fire and Marine
Insurance Co., Ltd’ an insurance corp. duly presented with the Security and Exchange
Commissioner and before a Notary Public as provided in their articles of incorporation. Later
amended its articles of incorporation and changed its name on May 26, 1961 as ‘Philippine First
Insurance Co., Inc.’ pursuant to a certificate of the Board of Directors.
The complaint alleges that: Philippine First Insurance Co., Inc., doing business under the
name of 'The Yek Tong Lin Fire and Marine Insurance Co., Lt.' signed as co-maker together
with defendant Maria Carmen Hartigan, CGH, to which a promissory note was made in favour
of China Banking. Said defendant failed to pay in full despite renewal of such note. The
complaint ends with a prayer for judgment against the defendants, jointly and severally, for the
sum of P4,559.50 with interest at the rate of 12% per annum from November 23, 1961 plus
P911.90 by way of attorney's fees and costs.
Defendants admitted the execution of the indemnity agreement but they claim that they
signed said agreement in favor of the Yek Tong Lin Fire and Marine Insurance Co., Ltd.' and not
in favor of the plaintiff Philippine Insurance. They likewise admit that they failed to pay the
promissory note when it fell due but they allege that since their obligation with the China
Banking Corporation based on the promissory note still subsists, the surety who co-signed the
promissory note is not entitled to collect the value thereof from the defendants otherwise they
will be liable for double amount of their obligation, there being no allegation that the surety has
paid the obligation to the creditor. In their special defense, defendants claim that there is no
privity of contract between the plaintiff and the defendants and consequently, the plaintiff has
no cause of action against them, considering that the complaint does not allege that the plaintiff
and the 'Yek Tong Lin Fire and Marine Insurance Co., Ltd.' are one and the same or that the
plaintiff has acquired the rights of the latter.

ISSUE: May a Philippine corporation change its name and still retain its original personality and
individuality as such?

RULING: YES. As can be gleaned under Sections 6 and 18 of the Corporation Law, the name of
a corporation is peculiarly important as necessary to the very existence of a corporation. The
general rule as to corporations is that each corporation shall have a name by which it is to sue
and be sued and do all legal acts. The name of a corporation in this respect designates the
corporation in the same manner as the name of an individual designates the person." Since an
individual has the right to change his name under certain conditions, there is no compelling
reason why a corporation may not enjoy the same right. There is nothing sacrosanct in a name
when it comes to artificial beings. The sentimental considerations which individuals attach to
their names are not present in corporations and partnerships. Of course, as in the case of an
individual, such change may not be made exclusively. by the corporation's own act. It has to
follow the procedure prescribed by law for the purpose; and this is what is important and
indispensably prescribed — strict adherence to such procedure.
A general power to alter or amend the charter of a corporation necessarily includes the
power to alter the name of the corporation. Hence, a mere change in the name of a
corporation, either by the legislature or by the corporators or stockholders under legislative
authority, does not, generally speaking, affect the identity of the corporation, nor in any way
affect the rights, privileges, or obligations previously acquired or incurred by it. Indeed, it has
been said that a change of name by a corporation has no more effect upon the identity of the
corporation than a change of name by a natural person has upon the identity of such person.
The corporation, upon such change in its name, is in no sense a new corporation, nor the
successor of the original one, but remains and continues to be the original corporation. It is the
same corporation with a different name, and its character is in no respect changed. ... (6
Fletcher, Cyclopedia of the Law of Private Corporations, 224-225, citing cases.)
As correctly pointed out by appellant, the approval by the stockholders of the
amendment of its articles of incorporation changing the name "The Yek Tong Lin Fire & Marine
Insurance Co., Ltd." to "Philippine First Insurance Co., Inc." on March 8, 1961, did not
automatically change the name of said corporation on that date. To be effective, Section 18 of
the Corporation Law, earlier quoted, requires that "a copy of the articles of incorporation as
amended, duly certified to be correct by the president and the secretary of the corporation and
a majority of the board of directors or trustees, shall be filed with the Securities & Exchange
Commissioner", and it is only from the time of such filing, that "the corporation shall have the
same powers and it and the members and stockholders thereof shall thereafter be subject to
the same liabilities as if such amendment had been embraced in the original articles of
incorporation." It goes without saying then that appellant rightly acted in its old name when on
May 15, 1961, it entered into the indemnity agreement, Annex A, with the defendant-appellees;
for only after the filing of the amended articles of incorporation with the Securities & Exchange
Commission on May 26, 1961, did appellant legally acquire its new name; and it was perfectly
right for it to file the present case In that new name on December 6, 1961. Such is, but the
logical effect of the change of name of the corporation upon its actions.
Therefore, actions brought by a corporation after it has changed its name should be
brought under the new name although for the enforcement of rights existing at the time the
change was made. The change in the name of the corporation does not affect its right to bring
an action on a note given to the corporation under its former name.