De La Salle Montessori Int’l of Malolos v. De La Salle Brothers, Inc.
Philippines failed to prove that “lyceum” acquired secondary meaning
Facts: Petitioner De La Salle Montessori reserved with the SEC its corporate
name from June 4 to August 3, 2007. Eventually SEC issued a certificate of
incorporation to petitioner. Later on, DepEd Region III of San Fernando City
Pampanga ranted government recognition for its pre-elementary and
elementary courses on June 2008 and for its secondary courses on
February 2010.
De La Salle Brothers, DLSU, La Salle Academy, DLS-Santiago Zobel, DLS
Canlubag (De La Salle) filed a petition with the SEC seeking to compel
petitioner to change its corporate name. Respondents claim petitioner’s
corporate name is misleading or confusingly similar to that which
respondents have acquired a prior right to use, and that respondent’s
consent to use such name was not obtained. The use of the dominant
phrases “La Salle” and “De La Salle” gives an erroneous impression that De
La Salle Montessori is part of the “La Salle” group.
SEC OGC directed petitioner to change or modify its corporate name. It
held that respondents acquired right to the exclusive use of the name "La
Salle" with freedom from infringement by priority of adoption. Further, “La
Salle” is not generic in that it does not particularly refer to the basic or
inherent nature of the services provided by respondents. Neither is it
descriptive in the sense that it does not forthwith and clearly convey an
immediate idea of what respondents' services are. In fact, it merely gives a
hint, and requires imagination, thought and perception to reach a
conclusion as to the nature of such services. SEC OGC did not approved of
petitioners basis of argument in the case of Lyceum of the Philippines, Inc.
v. CA.
Upon appeal, SEC En Banc affirmed SEC OGC. It held Lyceum of the
Philippines, Inc. v. CA does not apply since “lyceum” is a generic word
pertaining to category of educational institutions. Lyceum of the
capable of exclusive appropriation. Petitioner likewise failed to prove “De
La Salle” is generic as the principle in the former case to apply.
Issue: W/N De La Salle Montessori retain its corporate name due to CA not
properly applying to doctrine laid down in the Lyceum case.
Held: NO. Corporate Name should be change.
Ratio:
 A corporation's right to use its corporate and trade name is a
property right, a right in r e m , 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
 The policy underlying the prohibition in Section 18 against the
registration of a corporate name which is "identical or deceptively
or confusingly similar" to that of any existing corporation or which
is "patently deceptive" or "patently confusing" or "contrary to
existing laws," is the avoidance of fraud upon the public which
would 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 corporations
 Requisites on prohibition of Sec. 18 of Corp. Code:
o (1) that the complainant corporation acquired a prior right
over the use of such corporate name; and
o (2) the proposed name is either: (a) identical, or (b)
deceptively or confusingly similar to that of any existing
corporation or (b) deceptively or confusingly similar to
that of any existing corporation or to any other name
already protected by law; or (c) patently deceptive,
confusing or contrary to existing law.
 First prohibition: Respondents acquired prior right since their
corporate names were registered on 1961, 1975, 1960, 1976, and
 1998, respectively. While petitioner only registered its corporate
name only in 2007.
 Second prohibition: there is a confusing similarity between
petitioner's and respondents' corporate names. While these
corporate names are not identical, it is evident that the phrase "De
La Salle" is the dominant phrase used. In determining the existence
of confusing similarity in corporate names, the test is whether the
similarity is such as to mislead a person using ordinary care and
discrimination.
 SEC En banc discussed the use of a Generic Term: it is the common
descriptive name of an article or substance," or comprise the
"genus of which the particular product is a species," or are
"commonly used as the name or description of a kind of goods," or
"characters," or "refer to the basic nature of the wares or services
provided rather than to the more idiosyncratic characteristics of a
particular product," and are not legally protectable
 Contrary to [petitioner's] claim, the word salle only means "room"
in French. The word la, on the other hand, is a definite article
("the") used to modify salle . Thus, since salle is nothing more than
a room, [respondents'] use of the term is actually suggestive. A
suggestive mark is therefore a word, picture, or other symbol that
suggests, but does not directly describe something about the
goods services in connection with which it is used as a mark and
gives a hint as to the quality or nature of the product. Suggestive
trademarks therefore can be distinctive and are registrable. The
appropriation of the term "la salle " to associate the words with
the lofty ideals of education and learning is in fact suggestive
because roughly translated, the words only mean "the room."
Thus, the room could be anything — a room in a house, a room in
a building, or a room in an office.
Lyceum of the Phils. v. CA
Facts: Petitioner is an educational institution duly registered with the
Securities and Exchange Commission ("SEC"). When it first registered with
the SEC on 21 September 1950, it used the corporate name Lyceum of the
Philippines, Inc. and has used that name ever since.
Later on, petitioner instituted proceedings before the SEC to compel
private respondents, which are also educational institutions, to delete the
word “lyceum” from their corporate names. The following are the
respondents and their date of incorporation:
1. Western Pangasinan Lyceum (27 October 1950)
2. Lyceum of Cabagan (31 October 1962)
3. Lyceum of Lallo, Inc. (26 March 1972)
4. Lyceum of Aparri (28 March 1972)
5. Lyceum of Tuao, Inc. (28 March 1972)
6. Lyceum of Camalaniugan (28 March 1972)
Some institutions failed to answer and additional entities were added to
petitioner’s complaint.
Former case against Lyceum of Baguio, Inc. need to be cited which
encouraged the filing of petitioner. Assoc. Commissioner held that the
corporate name of petitioner and that of the Lyceum of Baguio, Inc. were
substantially identical because of the presence of a "dominant" word, i.e.,
"Lyceum," the name of the geographical location of the campus being the
only word which distinguished one from the other corporate name. It was
also noted that the latter registered its corporate name much later than
petitioner’s. Lyceum of Baguio brought the case to Supreme Court but was
denied for lack of merit.
Due to the SC decision, Petitioner wrote to all the educational institutions
bearing the name “Lyceum” to cease and desist its use on their corporate
name. Letters were left unheeded thus Petitioner filed an SEC case.
SEC indeed rendered a decision which sustained petitioner's claim to an
exclusive right to use the word "Lyceum." The hearing officer relied upon
the SEC ruling in the Lyceum of Baguio, Inc. case (SEC-Case No. 1241) and
held that the word "Lyceum" was capable of appropriation and that
petitioner had acquired an enforceable exclusive right to the use of that
word.
Upon appeal of respondents, SEC En banc reversed and did not consider
did not consider the word "Lyceum" to have become so identified with
petitioner as to render use thereof by other institutions as productive of
confusion about the identity of the schools concerned in the mind of the
general public. CA also affirmed SEC En Banc in its decision.
Issue: W/N “Lyceum” acquired a secondary meaning hence the petitioner
can appropriate the same to its corporate name to the exclusion of others
Held: NO.
Ratio:
 The Articles of Incorporation of a corporation must, among other
things, set out the name of the corporation. 6 Section 18 of the
Corporation Code establishes a restrictive rule insofar as corporate
names are concerned.
 The policy underlying the prohibition in Section 18 against the
registration of a corporate name which is "identical or deceptively
or confusingly similar" to that of any existing corporation or which
is "patently deceptive" or "patently confusing" or "contrary to
existing laws," is the avoidance of fraud upon the public which
would 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 corporations.
 SC does not consider petitioner’s and private respondents
corporate names are "identical with, or deceptively or confusingly
similar". True enough, the corporate names of private respondent
entities all carry the word "Lyceum" but confusion and deception
are effectively precluded by the appending of geographic names to
the word "Lyceum."
 In time, the word "Lyceum" became associated with schools and
other institutions providing public lectures and concerts and public
discussions. Thus today, the word "Lyceum" generally refers to a
school or an institution of learning. While the Latin word "lyceum"
has been incorporated into the English language, the word is also
found in Spanish ( lic e o ) and in French ( ly c e e ). As the Court of
Appeals noted in its Decision, Roman Catholic schools frequently
use the term; e.g., "Liceo de Manila," "Liceo de Baleno" (in Baleno,
Masbate), "Liceo de Masbate," "Liceo de Albay." 9 9 "Lyceum" is in
fact as generic in character as the word "university."
 The doctrine of secondary meaning originated in the eld of
trademark law. Its application has, however, been extended to
corporate names sine 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.
 The question which arises, therefore, is whether or not the use by
petitioner of "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 at least that portion of the general public
which has to do with schools).
 while the appellant may have proved that it had been using the
word 'Lyceum' for a long period of time, this fact alone did not
amount to mean that the said word had acquired secondary
meaning in its favor because the appellant failed to prove that it
 had been using the same word all by it self to the exclusion of
others. Moreso, there was no evidence presented to prove that
confusion will surely arise if the same word were to be used by
other educational institutions
 We conclude and so hold that petitioner institution is not entitled
to a legally enforceable exclusive right to use the word "Lyceum"
in its corporate name and that other institutions may use "Lyceum"
as part of their corporate names. To determine whether a given
corporate name is "identical" or "confusingly or deceptively
similar" with another entity's corporate name, it is not enough to
ascertain the presence of "Lyceum" or "Liceo" in both names. One
must evaluate corporate names in their entirety and when the
name of petitioner is juxtaposed with the names of private
respondents, they are not reasonably regarded as "identical" or
"confusingly or deceptively similar" with each other
Philips Export BV v. CA
Facts: Petitioner Philips Export B.V. (PEBV), a foreign 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 respectively issued by the Philippine Patent Oce (presently
known as the Bureau of Patents, Trademarks and Technology Transfer).
Petitioners Philips Electrical Lamps, Inc. (Philips Electrical, for brevity) and
Philips Industrial Development, Inc. (Philips Industrial, for short),
authorized users of the trademarks PHILIPS and PHILIPS SHIELD EMBLEM,
were incorporated on 29 August 1956 and 25 May 1956, respectively. All
petitioner corporations belong to the PHILIPS Group of Companies.
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 complaint before the SEC asking for the cancellation of
the word "PHILIPS" from Private Respondent's corporate name in view of
the prior registration with the Bureau of Patents of the trademark
"PHILIPS" and the logo "PHILIPS SHIELD EMBLEM" in the name of Petitioner
PEBV , and the previous registration of Petitioners Philips Electrical and
Philips Industrial with the SEC.
As a result of respondent’s refusal to amend its AOI, Petition which alleged
Respondent's use of the word PHILIPS amounts to an infringement and
clear violation of Petitioner's exclusive right to use the same considering
that both parties engage in the same business.
Respondent answered that petitioner has no legal capacity to sue; the use
of corporate name is not at all similar to Petitioner’s PHILIPS trademark
when considered in its entirety; the products also are grossly different
from petitioner’s electrical products.
SEC ruled against the issuance of Writ of preliminary injunction. On appeal,
SEC En Banc armed the dismissal declaring that the corporate names of
Petitioners and Private Respondent hardly breed confusion inasmuch as
each contains at least two different words and, therefore, rules out any
possibility of confusing one for the other.
On appeal to CA, appellate court dismissed petitioner’s claim following the
ruling in Converse Rubber Corporation v. Universal Converse Rubber
Products, Inc., et.al., the word PHILIPS cannot be used as part of Private
Respondent's corporate name as the same constitutes a dominant part of
Petitioners' corporate names. In so holding, the Appellate Court observed
that the Converse case is not foursquare with the present case inasmuch
as the contending parties in Converse are engaged in a similar business,
that is, the manufacture of rubber shoes. Upholding the SEC, the Appellate
Court concluded that "private respondent's products consisting of chain
rollers, belts, bearings and cutting saw are unrelated and non-competing
with petitioners' products i.e. electrical lamps such that consumers would
not in any probability mistake one as the source or origin of the product of
the other."
Issue: W/N Standard Philips should modify its corporate name on the basis
of Philips Group having a prior right to the dominant part of the name
“PHILIPS”
Held:
Ratio:
 A corporation's right to use its corporate and trade name is a
property right, a right in r e m , 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.
 The general rule as to corporations is that each corporation must
have 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 and the right to use its corporate name is as
much a part of the corporate franchise as any other privilege
granted
 First requisite (complainant corporation having prior right): there
is no doubt with respect to Petitioners' prior adoption of the name
"PHILIPS" as part of its corporate name. Petitioners Philips
Electrical and Philips Industrial were incorporated on 29 August
1956 and 25 May 1956, respectively, while Respondent Standard
Philips was issued a Certificate of Registration on 19 April 1982,
twenty-six (26) years later
 Second requisite (identical, deceptively or confusingly similar): the
test is whether the similarity is such as to mislead a person using
ordinary care and discrimination. While the corporate names of
Petitioners and Private Respondent are not identical, a reading of
Petitioner's corporate names, to wit: PHILIPS EXPORT B.V., PHILIPS
ELECTRICAL LAMPS, INC. and PHILIPS INDUSTRIAL DEVELOPMENT
, INC., inevitably leads one to conclude that "PHILIPS" is, indeed,
the dominant word in that all the companies aliated or associated
with the principal corporation, PEBV , are known in the Philippines
and abroad as the PHILIPS Group of Companies.
 Determining factor also is within the corporation’s stated business
purpose in their respective AOIs. Given Private Respondent's
aforesaid underlined primary purpose, nothing could prevent it
from dealing in the same line of business of electrical devices,
products or supplies which fall under its primary purposes.
Besides, there is showing that Private Respondent not only
manufactured and sold ballasts for fluorescent lamps with their
corporate name printed thereon but also advertised the same as,
among others, Standard Philips
 On the allowance of SEC to continue use of Standard Philip’s
corporate name, SEC maintains to its guidelines: If the proposed
name contains a word already used as part of the rm name or style
of a registered company, the proposed name must contain two
other words different from the company already registered "
 What is lost sight of, however, is that PHILIPS is a trademark or
trade name which was registered as far back as 1922. Petitioners,
therefore, have the exclusive right to its use which must be free
from any infringement by similarity. A corporation has an exclusive
right to the use of its name, which may be protected by injunction
upon a principle similar to that upon which persons are protected
in the use of trademarks and tradenames. 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, that another should attempt to use the same name,
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.
P.C. Javier & Sons, Inc. v. CA
Facts: A complaint for Annulment of Mortgage and Foreclosure with
Preliminary Injunction, Prohibition and Damages was led by petitioners P
.C. Javier & Sons, Inc. and spouses Pablo C. Javier, Sr. and Rosalina F. Javier
against PAIC Savings & Mortgage Bank, Inc., Grace S. Belvis, Acting Ex
Officio Regional Sheriff of Pasig, Metro Manila and Sofronio M. Villarin,
Deputy Sheriff-in-Charge.
Plaintiff P .C. Javier and Sons Services, Inc., Plaintiff Corporation, for short,
applied with First Summa Savings and Mortgage Bank, later on renamed
as PAIC Savings and Mortgage Bank, Defendant Bank, for short, for a loan
accommodation under the Industrial Guarantee Loan Fund (IGLF) for P1.5
Million. Such loan fund was approved and to be processed with Central
Bank.
Plaintiffs claim that the loan releases were delayed; that the amount of
P250,000.00 was deducted from the IGLF loan of P1.5 Million and placed
under time deposit; that Plaintiffs were never allowed to withdraw the
proceeds of the time deposit because Defendant Bank intended this time
deposit as automatic payments on the accrued principal and interest due
on the loan.
The complaint was filed to forestall the extrajudicial foreclosure sale of the
property and the petitioners asked for the nullification of the REM it
entered into with the First Summa Savings and Mortgage Bank.
Several extrajudicial foreclosures of the mortgaged property were
scheduled but were temporarily restrained by the RTC. However, RTC later
rued that the respondent bank was justified in extrajudicially foreclosing
the mortgaged property because the loans were already due and
demandable. CA affirmed in toto the RTC decision.
Issued: W/N petitioner’s action on withholding their amortization
payments to respondent bank because they were not properly notified of
the change in the corporate name of the First Summa Savings and
Mortgage Bank into PAIC Savings and Mortgage Bank is tenable.
Held: NO.
Ratio:
 The petitioner’s contention that they should first be formally
notified of the change of corporate name of First Summa Savings
and Mortgage Bank to into PAIC Savings and Mortgage Bank, Inc.
before they will continue paying their loan obligations to the latter
presupposes that there exists a requirement under a law or
regulation ordering a bank that changes its corporate name to
formally notify all its debtors.
 Moreover, the SC, after examining the Corporation Code and
banking Laws, as well as the regulations and circulars of SEC and
Central bank, found out that there is no requirement of
notification. The Court cannot impose on a bank that changes its
corporate name to notify a debtor of such change absent any law,
circular, or regulation requiring it. Such act would be judicial
legislation. The formal notification is, therefore, discretionary on
the bank. Unless there is a law, circular, or regulation from the SEC
or BSP requiring such formal notification of all debtors of banks of
any change in corporate name, such notification remains to be a
mere internal policy the banks may or may not adopt.
Philippine First Insurance v. Hartigan
Facts: According to the complaint, plaintiff was originally organized as an
insurance corporation under the name of 'The Yek Tong Lin Fire and Marine
Insurance Co., Ltd.' The articles of incorporation originally presented
before the SEC state that the name of the corporation was 'The Yek Tong
Lin Fire and Marine Insurance Co., Ltd.' In 1961, the articles of
incorporation were amended pursuant to a certificate of the Board of
Directors changing the name of the corporation to 'Philippine First
Insurance Co., Inc.
Philippine First insurance Co doing business under the name of The Yek
Tong Lin Fire and marine Insurance signed as a co-maker together with
defendant maria Carmen Hartigan a promissory note for P5,000.00 in favor
of China Banking Corporation.
In their answer the defendants deny the allegation that the plaintiff
formerly conducted business under the name and style of 'The Yek Tong
Lin Fire and Marine Insurance Co., Ltd.', They admit 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 First Insurance.
By way of 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.
CFI (RTC) rendered decision in favor of Hartigan with costs against plaintiff
Philippine First Insurance. It held that change of name in effect dissolved
the original corporation by a process of dissolution not authorized by our
corporation law (see Secs. 62 and 67, inclusive, of our Corporation Law).
Moreover, said change of name, amounting to a dissolution of the Yek
Tong Lin Fire & Marine Insurance Co., Ltd., does not appear to have been
effected with the written note or assent of stockholders representing at
least two-thirds of the subscribed capital stock of the corporation, a voting
proportion required not only for the dissolution of a corporation but also
for any amendment of its articles of incorporation (Secs. 18 and 62,
Corporation Law). Furthermore, such change of corporate name appears
to be against public policy and may be effected only by express authority
of law but there is nothing in our corporation law authorizing the change
of corporate name in this jurisdiction.
Upon reconsideration, CFI also denied and held that it did not find in the
Corporation Law authorizing a change of name of a corporation organized
pursuant to its provisions. Sec. 18 of the Corporation law authorizes, in our
opinion, amendment to the Articles of Incorporation of a corporation only
as to matters other than its corporate name. Once a corporation is
organized in this jurisdiction by the execution and registration of its Articles
of Incorporation, it shall continue to exist under its corporate name for the
lifetime of its corporate existence xed in its Articles of Incorporation, unless
sooner legally dissolved (Sec. 11, Corp. Law). Signicantly, change of name
is not one of the methods of dissolution of corporations expressly
authorized by our Corporation Law. Also signicant is the fact that the power
to change its corporate name is not one of the general powers conferred
on corporations in this jurisdiction (Sec. 13, Corp. Law).
Issue: May a Philippine corporation change its name and still retain its
original personality and individuality as such?
Held: YES. Philippine First Insurance has been granted its appeal to SC.
Ratio:
 True, under Section 6 of the Corporation Law, the rst thing
required to be stated in the Articles of Incorporation of any
corporation is its name, but it is only one among many matters
equally if not more important, that must be stated therein. Thus,
it is also required, for example, to state the number and names of
and residences of the incorporators and the residence or location
of the principal office of the corporation, its term of existence, the
 amount of its capital stock and the number of shares into which it Section 18 of the Corporation Law, earlier quoted, requires that "a
is divided, etc., etc. copy of the articles of incorporation as amended, duly certified to
 Section 18 explicitly permits the articles of incorporation to be be correct by the president and the secretary of the corporation
amended. It can be gleaned at once that this section does not only and a majority of the board of directors or trustees, shall be led
authorize corporations to amend their charter; it also lays down with the Securities & Exchange Commissioner", and it is only from
the procedure for such amendment; and, what is more relevant to the time of such filing, that "the corporation shall have the same
the present discussion, it contains provisos restricting the power powers and it and the members and stockholders thereof shall
to amend when it comes to the term of their existence and the thereafter be subject to the same liabilities, as if such amendment
increase or decrease of the capital stock. There is no prohibition had been embraced in the original articles of incorporation."
therein against the change of name. The inference is clear that
such a change is allowed, for if the legislature had intended to
enjoin corporations from changing names, it would have expressly
stated so in this section or in any other provision of the law.
 As to contention as to contrary to public policy in changing
corporate name, what is held to be contrary to public policy is the
use by one corporation of the name of another corporation as its
trade name. We are certain no one will disagree that such an act
can only "result in confusion and open the door to frauds and
evasions and diculties of administration and supervision." Surely,
the Red Line case was not one of change of name.
 As per the corporation’s existence after it changed its name, The
fact that the corporation by its old name makes a formal transfer
of its property to the corporation by its new name does not of itself
show that the change in name has affected a change in the identity
of the corporation. The changing of the name of a corporation is
no more the creation of a corporation than the changing of the
name of a natural person is the begetting of a natural person. The
act, in both cases, would seem to be what the language which we
use to designate it imports — a change of name , and not a change
of being.
 Philippine First Insurance is a right party in interest to sue Hartigan.
 Approval of the Board of Directors to change the corporate name
does not automatically effect such change in corporate name.