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.

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

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

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

R.076. 137936 August 10. BITANGA G. and WESTERN PANGASINAN LYCEUM.00. LYCEUM OF EASTERN MINDANAO.425. entered into a Sale and Purchase Agreement.114 shares of stock in BLTB. "Lyceum" appears to be a substitute for "university.071." In the name of the petitioner. INC. 101897  March 5. No. CENTRAL LYCEUM OF CATANDUANES. COURT OF APPEALS. 1997.Etymologically. Inc. Benjamin Bitanga. 1997. .98% of the total outstanding capital stock of BLTB. 1993  LYCEUM OF THE PHILIPPINES. authorized the sale of its shares in BLTB and the execution of the Agreement. 2001 FACTS: On October 28. LYCEUM OF LALLO. their 21. petitioner. INC. Pericles and Lycurgus frequented by the youth for exercise and by the philosopher Aristotle and his followers for teaching. A downpayment was made while the balance was payable on November 26. 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. LYCEUM OF SOUTHERN PHILIPPINES.. the Secretary's Certificate stating that the Board of Directors of Maya Industries." or "Liceo" or "Lycee" frequently denotes a secondary school or a college. whereby they sold to BMB Property Holdings. however. INC. LYCEUM OF CABAGAN. No. Inc. LYCEUM OF TUAO.." in other places. INC vs.. Citation:  G. INC.R." Lyceum" is in fact as generic in character as the word "university. LYCEUM OF APARRI... BUHI LYCEUM.R. The said shares represented 47.. respondents BATANGAS LAGUNA TAYABAS BUS COMPANY. namely. LYCEUM OF CAMALANIUGAN. Inc. and Maya Industries. The contracting parties stipulated that the downpayment was conditioned upon receipt by the buyer of certain documents upon signing of the Agreement. Mercedelin Potenciano. Delfin Yorro. represented by its President. INC. INC. No. "Lyceum. vs. The purchase price for the shares of stock was P72. Max Joseph Potenciano.. 137934/ G. Dolores Potenciano.

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

the Bitanga group filed another complaint with application for a writ of preliminary injunction and prayer for temporary restraining order. therefore. Meanwhile. It declared that the May 19. followed by a Supplemental Petition on August 10. was not present at the said meeting. cannot vote nor be voted for. 1998. the transfer. first. since BMB Holdings. Inc.officers and directors of BLTB. second. Inc. 1999. the SEC En Banc set aside the June 17. RULING: Until registration is accomplished. On June 8.000. 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. 1998.26% of BLTB's shares having purchased the same from the Potenciano group. On November 23. cannot be effective as against the corporation. though valid between the parties. there was no quorum. Until challenged in a proper . 1998. the unrecorded transferee. 1998 stockholders' meeting was void on the grounds that. The Hearing Panel further held that the Bitanga Board remains the legitimate Board in a holdover capacity.. The purpose of registration. the SEC En Banc issued a writ of preliminary injunction against the Bitanga group. A joint hearing was conducted.00. after the Potencianos posted the required bond of P20. 1998. ISSUE: Whether or not the stockholders' meeting on May 19. 1998 Order of the Hearing Panel and issued the writ of preliminary injunction prayed for. which then owned 50.. the Bitanga group in this case. on July 29. The Potenciano group filed a petition for certiorari with the SEC En Banc on June 29. 1998. reversing the assailed Orders of the SEC En Banc and reinstating the Order of the Hearing Panel ordered dated June 17. is two-fold: to enable the transferee to exercise all the rights of a stockholder. and. Michael Potenciano had himself asked for its postponement due to improper notice. The CA denied the Motions for Reconsideration in a Resolution dated March 25. seeking to annul the May 19. this petition for review. On July 21. seeking a writ of preliminary injunction to restrain the implementation of the Hearing Panel's assailed Order. 1998.000. 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. 1998. 1998 was void since BMB Holdings. represented by the Bitanga group was not present at the said meeting. 1998. On June 17. 1998 stockholders' meeting. the CA rendered the now assailed Decision.000. including the right to vote and to be voted for. Thus. Hence. represented by the Bitanga group. 1998.000. The Bitanga group immediately filed a petition for certiorari with the Court of Appeals on July 22.

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

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