G.R. No.

96161 February 21, 1992
PHILIPS EXPORT B.V., PHILIPS ELECTRICAL LAMPS, INC. and PHILIPS
INDUSTRIAL DEVELOPMENT v. COURT OF APPEALS, SECURITIES &
EXCHANGE COMMISSION and STANDARD PHILIPS
CORPORATION,respondents.
FACTS:

Petitioner Philips Export B.V. (PEBV), aforeign corporation organized
under the laws of the Netherlands, although not engaged in business
here, is the registered owner of the trademarks PHILIPS and PHILIPS SHIELD
EMBLEM .

Respondent Standard Philips Corporation (Standard Philips), on the
other hand, was issued a Certificate of Registration by respondent
Commission on 19 May 1982.

Petitioners filed a letter complaint with the Securities & Exchange
Commission (SEC) asking for the cancellation of the word “PHILIPS” from
Private Respondent’s corporate name.

As a result of Private Respondent’s refusal to amend its Articles of
Incorporation, Petitioners filed with the SEC. Alleging, among others, that
Private Respondent’s use of the word PHILIPS amounts to an infringement
and clear violation of Petitioners’ exclusive right to use the same
considering that both parties engage in the same business.

Private Respondent countered that Petitioner PEBV has no legal
capacity to sue; that its use of its corporate name is not at all similar to
Petitioners’ trademark PHILIPS when considered in its entirety; and that its
products consisting of chain rollers, belts, bearings and cutting saw are
grossly different from Petitioners’ electrical products.
ISSUE: WON petitioner may sue private respondent.
HELD: YES.

The Court declared that a corporation’s right to use its corporate and
trade name is a property right, a rightin rem, which it may assert and
protect against the world in the same manner as it may protect its tangible
property, real or personal, against trespass or conversion. It is regarded, to
a certain extent, as a property right and one which cannot be impaired or
defeated by subsequent appropriation by another corporation in the same
field.

namely: (1) that the complainant corporation acquired a prior right over the use of such corporate name. A name is peculiarly important as necessary to the very existence of a corporation. two requisites must be proven. A corporation can no more use a corporate name in violation of the rights of others than an individual can use his name legally acquired so as to mislead the public and injure another  Our own Corporation Code. Petitioner PEBV has also used the trademark “PHILIPS” . or (b) deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law. twenty-six (26) years later (Rollo.Where a change in a corporate name is approved. the commission shall issue an amended certificate of incorporation under the amended name. and (2) the proposed name is either: (a) identical. and essential to its identity. or (c) patently deceptive. p.  A corporation acquires its name by choice and need not select a name identical with or similar to one already appropriated by a senior corporation while an individual’s name is thrust upon him. The statutory prohibition cannot be any clearer. confusing or contrary to existing law. in its Section 18. Its name is one of its attributes. expressly provides that: No corporate name may be allowed by the Securities and Exchange Commission 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. To come within its scope. confusing or contrary to existing law. Petitioners Philips Electrical and Philips Industrial were incorporated on 29 August 1956 and 25 May 1956.  In this regard. while Respondent Standard Philips was issued a Certificate of Registration on 12 April 1982. 16). there is no doubt with respect to Petitioners’ prior adoption of’ the name ”PHILIPS” as part of its corporate name. an element of its existence. respectively.

 However.  SEC En Banc ruled that the attaching of the geographical names after the word “Lyceum” sufficiently distinguishes one from the other. PHILIPS ELECTRICAL LAMPS. is an educational institution duly registered with Securities and Exchange Commission since 1950. which may be protected by injunction upon a principle similar to that upon which persons are protected in the use of trademarks and tradenames (18 C. to wit: PHILIPS EXPORT B. however. In so doing.J. that another should attempt to use the same name. the CA ruled otherwise. While the corporate names of Petitioners and Private Respondent are not identical. have the exclusive right to its use which must be free from any infringement by similarity. the Court must look to the record as well as the names themselves. inevitably leads one to conclude that “PHILIPS” is. In determining the existence of confusing similarity in corporate names.  The second requisite no less exists in this case. or the same name with a slight variation in such a way as to induce persons to deal with it in the belief that they are dealing with the corporation which has given a reputation to the name.. NO .  Their action is based on a SEC Resolution wherein SEC ordered the Lyceum of Baguio to change its corporate name as it is identical to the Lyceum of the Philippines which was able to register first. is that PHILIPS is a trademark or trade name which was registered as far back as 1922. and PHILIPS INDUSTRIAL DEVELOPMENT. Inc. therefore. INC. Issue No. Petitioners. a reading of Petitioner’s corporate names..V. INC. the dominant word in that all the companies affiliated or associated with the principal corporation.  What is lost sight of.S. Facts:  Lyceum of the Philippines. A corporation has an exclusive right to the use of its name. PEBV. it instituted proceedings before SEC to compel several education institutions to delete the word “Lyceum” from their corporate names and to permanently enjoin them from using the said word. are known in the Philippines and abroad as the PHILIPS Group of Companies. 574). indeed. using ordinary care and discrimination. the test is whether the similarity is such as to mislead a person.1: WON the corporate names of the parties are identical with or deceptively similar to that of the petitioner. Such principle proceeds upon the theory that it is a fraud on the corporation which has acquired a right to that name and perhaps carried on its business thereunder.on electrical lamps of all types and their accessories since 30 September 1922. (Sept)  In 1984.

Issue No. NO Held: Doctrine of Secondary meaning is a word of phrase originally incapable of exclusive appropriation. 2: WON the use by the Lyceum of the Philippines of the word Lyceum in its corporate name has been for such length of time and with such exclusivity as to have become associated or identified with the petitioner institution in the mind of the general public. the word or phrase has come to mean that the article was his product. in trade and to that branch of the purchasing public. we do not believe that the "Lyceum of Aparri" can be mistaken by the general public for the Lyceum of the Philippines. The number alone of the private respondents suggests strongly that the use of Lyceum has not been attended with the exclusivity essential for the applicability of the doctrine. Inc. (Doctrine of Secondary meaning).Held: The corporate names of the parties carry the word “Lyceum” but confusion and deception are precluded by the appending of geographic names. DOCTRINE: Doctrine of secondary meaning can be extended to corporation name but must comply with the requirement that it has been used so long and so exclusively by one and that the said name has come to mean that it is referred to as that corporation. Moreover. Western Pangasinan Lyceum — 27 October 1950 Lyceum of Cabagan — 31 October 1962 Lyceum of Lallo. or that the "Lyceum of Camalaniugan" would be confused with the Lyceum of the Philippines. Lyceum generally refers to a school or an institution of learning and it is natural to use this word to designate an entity which is organized and operating as an educational institution. — 28 March 1972 Lyceum of Camalaniugan — 28 March 1972 . It may be noted that one of the respondents – Western Pangasinan Lyceum used such term 17 years before the petitioner registered with the SEC. might nevertheless have been used so long and so exclusively by one producer with reference to his article that. — 26 March 1972 Lyceum of Aparri — 28 March 1972 Lyceum of Tuao. there may be other schools using the name but not registered with the SEC because they have not adopted the corporate form of organization. Thus. Inc. Lyceum of the Philippines has not gained exclusive use of “Lyceum” by long passage of time.

Inc. Delfin Yorro." or "Liceo" or "Lycee" frequently denotes a secondary school or a college. BUHI LYCEUM. INC. Pericles and Lycurgus frequented by the youth for exercise and by the philosopher Aristotle and his followers for teaching.R. LYCEUM OF SOUTHERN PHILIPPINES. 101897  March 5.. however. No. LYCEUM OF APARRI. entered into a Sale and Purchase Agreement. BITANGA G. INC. . the word "Lyceum" is the Latin word for the Greek lykeion which in turn referred to a locality on the river Ilissius in ancient Athens "comprising an enclosure dedicated to Apollo and adorned with fountains and buildings erected by Pisistratus. namely. Mercedelin Potenciano. Dolores Potenciano. The contracting parties stipulated that the downpayment was conditioned upon receipt by the buyer of certain documents upon signing of the Agreement. LYCEUM OF LALLO. "Lyceum.. LYCEUM OF EASTERN MINDANAO." In the name of the petitioner.. Benjamin Bitanga. 1993  LYCEUM OF THE PHILIPPINES.00. INC. Inc.071. A downpayment was made while the balance was payable on November 26. The said shares represented 47.425. INC. CENTRAL LYCEUM OF CATANDUANES..98% of the total outstanding capital stock of BLTB. Max Joseph Potenciano. LYCEUM OF TUAO. Citation:  G. INC.Etymologically. and WESTERN PANGASINAN LYCEUM. LYCEUM OF CAMALANIUGAN. COURT OF APPEALS. 137936 August 10. 1997. The purchase price for the shares of stock was P72. 2001 FACTS: On October 28.. No. represented by its President. whereby they sold to BMB Property Holdings. INC. No. petitioner. vs. the Secretary's Certificate stating that the Board of Directors of Maya Industries.R. LYCEUM OF CABAGAN..114 shares of stock in BLTB." Lyceum" is in fact as generic in character as the word "university. 137934/ G." in other places. Inc. respondents BATANGAS LAGUNA TAYABAS BUS COMPANY.076.. "Lyceum" appears to be a substitute for "university. authorized the sale of its shares in BLTB and the execution of the Agreement.R. INC vs. their 21. and Maya Industries. 1997.

to be held at the principal office of BLTB in San Pablo. The Potenciano group was re-elected to the Board of Directors. Evelio Custodia. Potenciano. issued a temporary restraining order enjoining the Bitanga group from acting as . Potenciano. Jr. Benjamin Bitanga and Monina Grace Lim were elected as directors of the corporation Subsequently. During a meeting of the Board of Directors on April 14. requesting for a postponement of the stockholders' meeting due to the absence of a thirty-day advance notice. wherein Laureano A. Leveriza were elected as directors. on November 28. Furthermore. Michael A. a revocable proxy to vote the subject shares made by the sellers in favor of the buyer. The SEC Chairman Perfecto Yasay. however. Laguna. a total of 286 stockholders. 1998.and designating Dolores A. On November 21. and the duly executed capital gains tax return forms covering the sale. Potenciano as its Attorney-in-Fact. The majority of the stockholders present rejected the postponement and voted to proceed with the meeting. Their prayer for the issuance of a temporary restraining order was. Siy and Renato L. Likewise. representing 87% of the shares of stock of BLTB. Potericiano and Candido A. Potenciano for purposes of the Agreement. no response from Bitanga on whether or not the request for postponement was favorably acted upon. and Gemma Santos as officers. 1998. inasmuch as there was no notice of postponement prior to that. another stockholders' meeting was held. and a new set of officers was thereafter elected. the undated written resignation letters of the Directors of BLTB. 1998. 1998. Eduardo Azucena. the Bitanga group filed with the SEC a Complaint for Damages and Injunction. However. a Declaration of Trust made by the sellers in favor of the buyer acknowledging that the subject shares shall be held in trust by the sellers for the buyer pending their transfer to the latter's name. the Special Power of Attorney executed by each of the sellers in favor of Dolores A. 1997. On May 21. the newly elected directors of BLTB scheduled the annual stockholders' meeting on May 19. On the scheduled date of the meeting. Michael Potenciano wrote Benjamin Bitanga. the buyer guaranteed that it shall take over the management and operations of BLTB but shall immediately surrender the same to the sellers in case it fails to pay the balance of the purchase price on November 26. denied at the exparte summary hearing conducted by SEC Chairman Perfecto Yasay. Jr. 1997. 1997. except Henry John A. the Potenciano group filed on May 25. At the same meeting. the Board of Directors of BLTB elected James Olayvar. Before the scheduled meeting. at a meeting of the stockholders of BLTB. indicating no taxable gain on the same. a Complaint for Injunction and Damages with Preliminary Injunction and Temporary Restraining Order with the SEC. arrived and attended the meeting.

which then owned 50.26% of BLTB's shares having purchased the same from the Potenciano group. The Bitanga group immediately filed a petition for certiorari with the Court of Appeals on July 22. 1998. on July 29. The Potenciano group filed a petition for certiorari with the SEC En Banc on June 29. there was no quorum. the SEC Hearing Panel granted the Bitanga group's application for a writ of preliminary injunction upon the posting of a bond in the amount of P20. and. On June 17. ISSUE: Whether or not the stockholders' meeting on May 19. the CA rendered the now assailed Decision. 1998. A joint hearing was conducted. represented by the Bitanga group. followed by a Supplemental Petition on August 10. is two-fold: to enable the transferee to exercise all the rights of a stockholder. the unrecorded transferee.. Michael Potenciano had himself asked for its postponement due to improper notice. 1998. RULING: Until registration is accomplished. Hence. the Bitanga group in this case. cannot be effective as against the corporation.000. represented by the Bitanga group was not present at the said meeting. 1998.officers and directors of BLTB. 1998. The purpose of registration. 1998. seeking to annul the May 19. Until challenged in a proper . It declared that the May 19. first. Inc. was not present at the said meeting. 1998.00. this petition for review. On July 21. The Hearing Panel further held that the Bitanga Board remains the legitimate Board in a holdover capacity. second. 1998 was void since BMB Holdings. cannot vote nor be voted for. the Bitanga group filed another complaint with application for a writ of preliminary injunction and prayer for temporary restraining order. reversing the assailed Orders of the SEC En Banc and reinstating the Order of the Hearing Panel ordered dated June 17. and to inform the corporation of any change in share ownership so that it can ascertain the persons entitled to the rights and subject to the liabilities of a stockholder. since BMB Holdings. 1999. the transfer. The CA denied the Motions for Reconsideration in a Resolution dated March 25. after the Potencianos posted the required bond of P20. though valid between the parties. On June 8. 1998 stockholders' meeting.00.000. the SEC En Banc issued a writ of preliminary injunction against the Bitanga group.000. Thus. therefore. 1998.. seeking a writ of preliminary injunction to restrain the implementation of the Hearing Panel's assailed Order. Meanwhile. the SEC En Banc set aside the June 17. including the right to vote and to be voted for. 1998 Order of the Hearing Panel and issued the writ of preliminary injunction prayed for. 1998 stockholders' meeting was void on the grounds that. Inc. 1998.000. On November 23.

Inc. Almost four months later. pursuant to the same Special Power of Attorney. a stockholder of record has a right to participate in any meeting. despite the claim of the alleged transferee. and pursuant to said Special Power of Attorney. the transferee is not a stockholder but an outsider. June 26. President of the Rural Bank of Salinas. 1998 in SEC Case No. 1992 FACTS: On June 10. executed a Special Power of Attorney in favor of his wife.R. Rural Bank of Salinas Inc. The Orders of the SEC En Banc dated July 21. in favor of private respondents Luz Andico (457 shares). EB 611 are ordered REINSTATED. (5 shares). private respondent Melania Guerrero. in view of all the foregoing. giving and granting the latter full power and authority to sell or otherwise dispose of and/or mortgage 473 shares of stock of the Bank registered in his name (represented by the Bank's stock certificates nos. or two (2) days before the death of Clemente Guerrero on June 24. 49 and 65). No. as Attorney-in-Fact. Sr. 48374 and its resolution dated March 25. private respondent Melania Guerrero. vs. SP No. to execute the proper documents therefor. must secure such a standing by having the transfer recorded on the corporate books. private respondent Melania Guerrero. 1980. CA (supra) G. 1998 in CA-G. a person who has purchased stock. . and who desires to be recognized as a stockholder for the purpose of voting. his vote can be properly counted to determine whether a stockholders' resolution was approved. Wilhelmina Rosales (10 shares) and Francisco Guerrero. 1998 and July 27.proceeding. 1999 are SET ASIDE. Until the transfer is registered.R. 1980. Jr. Guerrero. 96674. and to receive and sign receipts for the dispositions. the instant petitions for review are GRANTED. 1979. Clemente G. executed a Deed of Assignment for the remaining one (1) share of stock in favor of private respondent Francisco Guerrero. 26. The Decision of the Court of Appeals dated November 23. WHEREFORE.. executed a Deed of Assignment for 472 shares out of the 473 shares. On the other hand. On February 27.

private respondent Melania Guerrero presented to petitioner Rural Bank of Salinas the two (2) Deeds of Assignment for registration with a request for the transfer in the Bank's stock and transfer book of the 473 shares of stock so assigned. however. the person requesting the registration must be the prima facie owner of the shares. whenever a corporation refuses to transfer and register stock. CA. HELD: YES. since the person who sought the transfer of shares had express instructions from and specific authority given by the registered stockholder to cause the disposition of stocks registered in his name. petitioner Bank denied the request of respondent Melania Guerrero. Lim Tay v. On December 5. 1980. Based on those circumstances. ISSUE: WON the corporate secretary is compelled to register the said transfer of shares. This is because the corporation's obligation to register is ministerial. the cancellation of stock certificates in the name of Clemente G. mandamus will lie to compel the officers of the corporation to transfer said stock in the books of the corporation. that in such cases. private respondent Melania Guerrero filed with the Securities and Exchange Commission" (SEC) an action for mandamus against petitioners Rural Bank of Salinas. there was a clear duty on the part of the corporate secretary to register the 473 shares in favor of the new owners. However. its President and Corporate Secretary. Guerrero. Thus. Cf. The right of a transferee/assignee to have stocks transferred to his name is an inherent right flowing from his ownership of the stocks. (Note. The case was docketed as SEC Case No. 1979. and the issuance of new stock certificates covering the transferred shares of stocks in the name of the new owners thereof. 293 SCRA 634) .Subsequently.

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