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.

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

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

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

" or "Liceo" or "Lycee" frequently denotes a secondary school or a college. and WESTERN PANGASINAN LYCEUM. Inc. 101897  March 5. INC. LYCEUM OF CAMALANIUGAN. "Lyceum" appears to be a substitute for "university.. "Lyceum. authorized the sale of its shares in BLTB and the execution of the Agreement. The purchase price for the shares of stock was P72. the Secretary's Certificate stating that the Board of Directors of Maya Industries." Lyceum" is in fact as generic in character as the word "university. Dolores Potenciano." in other places. The contracting parties stipulated that the downpayment was conditioned upon receipt by the buyer of certain documents upon signing of the Agreement. Benjamin Bitanga. 1997. 1993  LYCEUM OF THE PHILIPPINES. Inc.071.98% of the total outstanding capital stock of BLTB. LYCEUM OF EASTERN MINDANAO. No. INC.. represented by its President. namely. Inc.. INC. COURT OF APPEALS. LYCEUM OF LALLO. No. 137936 August 10. Citation:  G. BITANGA G. respondents BATANGAS LAGUNA TAYABAS BUS COMPANY. Pericles and Lycurgus frequented by the youth for exercise and by the philosopher Aristotle and his followers for teaching.425. 137934/ G.114 shares of stock in BLTB. LYCEUM OF CABAGAN. entered into a Sale and Purchase Agreement. whereby they sold to BMB Property Holdings.. their 21. INC vs. INC. Mercedelin Potenciano. .076. A downpayment was made while the balance was payable on November 26.R. The said shares represented 47.R. 2001 FACTS: On October 28. INC. petitioner... INC. Delfin Yorro. LYCEUM OF SOUTHERN PHILIPPINES." In the name of the petitioner..R. BUHI LYCEUM. 1997.Etymologically. however.00. vs. CENTRAL LYCEUM OF CATANDUANES. LYCEUM OF TUAO. LYCEUM OF APARRI. No. and Maya Industries. 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. Max Joseph Potenciano.

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

1998. and. 1998.000. was not present at the said meeting. On November 23. which then owned 50. A joint hearing was conducted. Inc. followed by a Supplemental Petition on August 10. 1998 Order of the Hearing Panel and issued the writ of preliminary injunction prayed for.00. Until challenged in a proper . including the right to vote and to be voted for. the CA rendered the now assailed Decision.. the SEC En Banc issued a writ of preliminary injunction against the Bitanga group. Michael Potenciano had himself asked for its postponement due to improper notice. 1999. on July 29.000. Meanwhile. the unrecorded transferee. Inc. second. Hence. reversing the assailed Orders of the SEC En Banc and reinstating the Order of the Hearing Panel ordered dated June 17. 1998. On June 17. seeking a writ of preliminary injunction to restrain the implementation of the Hearing Panel's assailed Order. represented by the Bitanga group was not present at the said meeting. seeking to annul the May 19. 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. though valid between the parties. after the Potencianos posted the required bond of P20. ISSUE: Whether or not the stockholders' meeting on May 19. The CA denied the Motions for Reconsideration in a Resolution dated March 25. cannot vote nor be voted for. Thus. this petition for review. the Bitanga group filed another complaint with application for a writ of preliminary injunction and prayer for temporary restraining order. The Hearing Panel further held that the Bitanga Board remains the legitimate Board in a holdover capacity. On July 21. 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 P20.00. there was no quorum. It declared that the May 19.26% of BLTB's shares having purchased the same from the Potenciano group. 1998. The Potenciano group filed a petition for certiorari with the SEC En Banc on June 29. represented by the Bitanga group. is two-fold: to enable the transferee to exercise all the rights of a stockholder. RULING: Until registration is accomplished. The purpose of registration. 1998. The Bitanga group immediately filed a petition for certiorari with the Court of Appeals on July 22.000. On June 8. first. cannot be effective as against the corporation. 1998 was void since BMB Holdings. the transfer. 1998.. 1998 stockholders' meeting. 1998. therefore.officers and directors of BLTB. 1998. the Bitanga group in this case. since BMB Holdings. 1998. the SEC En Banc set aside the June 17. 1998 stockholders' meeting was void on the grounds that.000.

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

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

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