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.

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. 16).Where a change in a corporate name is approved. confusing or contrary to existing law. an element of its existence. and (2) the proposed name is either: (a) identical.  In this regard. in its Section 18. To come within its scope. two requisites must be proven. p. respectively.  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. there is no doubt with respect to Petitioners’ prior adoption of’ the name ”PHILIPS” as part of its corporate name. and essential to its identity. confusing or contrary to existing law. 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. A name is peculiarly important as necessary to the very existence of a corporation. Its name is one of its attributes. 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. Petitioners Philips Electrical and Philips Industrial were incorporated on 29 August 1956 and 25 May 1956. the commission shall issue an amended certificate of incorporation under the amended name. twenty-six (26) years later (Rollo. or (c) patently deceptive. namely: (1) that the complainant corporation acquired a prior right over the use of such corporate name. while Respondent Standard Philips was issued a Certificate of Registration on 12 April 1982. The statutory prohibition cannot be any clearer.

is that PHILIPS is a trademark or trade name which was registered as far back as 1922.  However. inevitably leads one to conclude that “PHILIPS” is.S. In determining the existence of confusing similarity in corporate names. Petitioners. the CA ruled otherwise. however. 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. In so doing.. that another should attempt to use the same name. NO . therefore. are known in the Philippines and abroad as the PHILIPS Group of Companies.on electrical lamps of all types and their accessories since 30 September 1922. PEBV. a reading of Petitioner’s corporate names. Inc.  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. indeed. (Sept)  In 1984.  The second requisite no less exists in this case.V. INC. A corporation has an exclusive right to the use of its name.  SEC En Banc ruled that the attaching of the geographical names after the word “Lyceum” sufficiently distinguishes one from the other.  What is lost sight of. using ordinary care and discrimination. the Court must look to the record as well as the names themselves. the test is whether the similarity is such as to mislead a person. Facts:  Lyceum of the Philippines. the dominant word in that all the companies affiliated or associated with the principal corporation. 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. Issue No. to wit: PHILIPS EXPORT B. is an educational institution duly registered with Securities and Exchange Commission since 1950. have the exclusive right to its use which must be free from any infringement by similarity.1: WON the corporate names of the parties are identical with or deceptively similar to that of the petitioner. 574). INC.. and PHILIPS INDUSTRIAL DEVELOPMENT. While the corporate names of Petitioners and Private Respondent are not identical. 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. PHILIPS ELECTRICAL LAMPS.J. 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.

Moreover. 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. — 28 March 1972 Lyceum of Camalaniugan — 28 March 1972 . we do not believe that the "Lyceum of Aparri" can be mistaken by the general public for the Lyceum of the Philippines. NO Held: Doctrine of Secondary meaning is a word of phrase originally incapable of exclusive appropriation. there may be other schools using the name but not registered with the SEC because they have not adopted the corporate form of organization. — 26 March 1972 Lyceum of Aparri — 28 March 1972 Lyceum of Tuao. Lyceum of the Philippines has not gained exclusive use of “Lyceum” by long passage of time.Held: The corporate names of the parties carry the word “Lyceum” but confusion and deception are precluded by the appending of geographic names. 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. (Doctrine of Secondary meaning). 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. Issue No. Western Pangasinan Lyceum — 27 October 1950 Lyceum of Cabagan — 31 October 1962 Lyceum of Lallo. the word or phrase has come to mean that the article was his product. 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. Thus. might nevertheless have been used so long and so exclusively by one producer with reference to his article that. Inc. It may be noted that one of the respondents – Western Pangasinan Lyceum used such term 17 years before the petitioner registered with the SEC. in trade and to that branch of the purchasing public. or that the "Lyceum of Camalaniugan" would be confused with the Lyceum of the Philippines.

Mercedelin Potenciano.. respondents BATANGAS LAGUNA TAYABAS BUS COMPANY. 137934/ G. 2001 FACTS: On October 28. INC.071." Lyceum" is in fact as generic in character as the word "university. 1993  LYCEUM OF THE PHILIPPINES. Max Joseph Potenciano. Citation:  G. 1997. Inc. Dolores Potenciano. whereby they sold to BMB Property Holdings.425." or "Liceo" or "Lycee" frequently denotes a secondary school or a college. the Secretary's Certificate stating that the Board of Directors of Maya Industries. namely. A downpayment was made while the balance was payable on November 26.. . INC. The said shares represented 47.076. CENTRAL LYCEUM OF CATANDUANES. The contracting parties stipulated that the downpayment was conditioned upon receipt by the buyer of certain documents upon signing of the Agreement. LYCEUM OF TUAO. LYCEUM OF EASTERN MINDANAO.. BITANGA G. COURT OF APPEALS. entered into a Sale and Purchase Agreement. "Lyceum. Benjamin Bitanga. INC. BUHI LYCEUM. authorized the sale of its shares in BLTB and the execution of the Agreement.Etymologically. LYCEUM OF SOUTHERN PHILIPPINES. 1997. No." in other places. petitioner. LYCEUM OF CAMALANIUGAN. No. INC. INC. their 21. INC.R. 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. however..R.00. No. Delfin Yorro. The purchase price for the shares of stock was P72. LYCEUM OF APARRI. LYCEUM OF CABAGAN.R.. Pericles and Lycurgus frequented by the youth for exercise and by the philosopher Aristotle and his followers for teaching..114 shares of stock in BLTB. "Lyceum" appears to be a substitute for "university. and Maya Industries. 137936 August 10." In the name of the petitioner. Inc. vs. represented by its President. and WESTERN PANGASINAN LYCEUM. Inc. 101897  March 5.. LYCEUM OF LALLO.98% of the total outstanding capital stock of BLTB. INC vs.

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

On June 17. The Bitanga group immediately filed a petition for certiorari with the Court of Appeals on July 22. ISSUE: Whether or not the stockholders' meeting on May 19. The purpose of registration. 1998 stockholders' meeting was void on the grounds that. which then owned 50. On July 21. the unrecorded transferee.26% of BLTB's shares having purchased the same from the Potenciano group.000. the SEC En Banc issued a writ of preliminary injunction against the Bitanga group. 1998. Meanwhile. seeking to annul the May 19. The CA denied the Motions for Reconsideration in a Resolution dated March 25.. was not present at the said meeting. on July 29. 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. Inc. RULING: Until registration is accomplished. 1998.000. 1998. 1998. On November 23.00. Thus. A joint hearing was conducted. Michael Potenciano had himself asked for its postponement due to improper notice.000. the Bitanga group filed another complaint with application for a writ of preliminary injunction and prayer for temporary restraining order.000. this petition for review. Inc. 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. On June 8. reversing the assailed Orders of the SEC En Banc and reinstating the Order of the Hearing Panel ordered dated June 17. 1998. and. therefore. the Bitanga group in this case.officers and directors of BLTB. though valid between the parties. 1998 Order of the Hearing Panel and issued the writ of preliminary injunction prayed for. the SEC En Banc set aside the June 17. 1998. 1998. 1998 was void since BMB Holdings. the transfer. It declared that the May 19. followed by a Supplemental Petition on August 10. The Hearing Panel further held that the Bitanga Board remains the legitimate Board in a holdover capacity. seeking a writ of preliminary injunction to restrain the implementation of the Hearing Panel's assailed Order. 1998 stockholders' meeting. including the right to vote and to be voted for.. represented by the Bitanga group. Hence. first. second. the CA rendered the now assailed Decision. Until challenged in a proper . 1999. cannot vote nor be voted for. since BMB Holdings. 1998. there was no quorum. is two-fold: to enable the transferee to exercise all the rights of a stockholder. The Potenciano group filed a petition for certiorari with the SEC En Banc on June 29. after the Potencianos posted the required bond of P20. cannot be effective as against the corporation.00. represented by the Bitanga group was not present at the said meeting. 1998.

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

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

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