ANG MGA KAANIB SA IGLESIA NG
DIOS KAY KRISTO HESUS, HSK SA
BANSANG PILPINAS, INC. vs.
IGLESIA NG DIOS KAY CRISTO
JESUS, HALIGI AT SUHAY NG
KATOTOHANAN
GR. No. 137592, December 12, 2001
Doctrine:
Section 18 of the Corporation Code provides
that no corporate name may be allowed by
the Securities and Exchange Commission if
the proposed name is identical or
deceptively of confusingly similar to that of
any existing corporation of to any other
name already protected by law or is patently
deceptive, confusing or is contrary to
existing laws.
Facts:
Respondent Iglesia ng Dios Kay Cristo
Jesus, Haligi at Suhay ng Katotohanan, is
a non-stock religious corporation. Soriano
and several other members of respondent
corporation disassociated themselves from
the latter and succeeded in registering a new
non-stock religious corporation named
Iglesia ng Dios Kay Kristo Hesus, Haligi at
Saligan ng Katotohanan.
Respondent corporation filed with the SEC a
petition to compel the Iglesia ng Dios kay
Kristo Hesus, Haligi at Saligan ng
Katotohanan to change its corporate name.
SEC rendered judgment in favor of the
respondent, ordering the Iglesia ng Dios
Kay Kristo Hesus, Haligi at Saligan ng
Katotohanan to change its corporate name
to another name that is not similar or
identical to any name already used by a
corporation, partnership or association
registered with the Commission. No appeal
was taken from said decision.
During the pendency of the case with the
SEC, Soriano et al, caused the registration of
petitioner corporation, Ang Mga Kaanib sa
Iglesia ng Dios Kay Kristo Hesus, HSK sa
Bansang Pilipinas.
Respondent corporation filed before the SEC
a petition, praying that petitioner be
compelled to change its corporate name and
be barred from using the same or similar
name on the ground that the same causes
confusion among their members as well as
the public. Petitioner filed a motion to
dismiss but was denied.
SEC rendered a decision ordering petitioner
to change its corporate name. Petitioner
appealed to the SEC En Banc, but the latter
affirmed the above-decision, upon a finding
that petitioner’s corporate name was
identical or confusingly or deceptively
similar to that of the respondent’s corporate
name.
CA affirmed the decision of the SEC En
Banc. Motion for reconsideration of the
petitioner was also denied by CA.
Issue: Whether or not CA failed to consider
and properly apply the exceptions
established by jurisprudence in the
application of Section 18 of the Corporation
Code.
Held: No. Section 18 of the Corporation
Code provides that no corporate name may
be allowed by the Securities and Exchange
Commission if the proposed name is
identical or deceptively of confusingly
similar to that of any existing corporation of
to any other name already protected by law
or is patently deceptive, confusing or is
contrary to existing laws. When a change in
the corporate name is approved, the
Commission shall issue an amended
certificate of incorporation under the
amended name. Corollary thereto, the
pertinent portion of the SEC Guidelines on
Corporate Name states that if the proposed
name contains a word similar to a word
already used as part of the firm name or
style of a registered company, the proposed
name must contain two other words different
from the name of the company already
registered. Parties organizing a corporation
must choose a name at their peril and the use
of a name similar to one adopted by another
corporation, whether a business of a non-
profit organization, if misleading or likely to
injure in the exercise of its corporate
functions, regardless of intent, may be
prevented by the corporation having a prior
right, by a suit for injunction against the new
corporation to prevent the use of the name.
Petitioner highlights the dominant words
IGLESIA NG DIOS KAY KRISTO HESUS,
HALIGI AT SALIGAN NG
KATOTOHANAN, which is strikingly
similar to respondent’s corporate name, thus
making it even more evident that the
additional words of Ang Mga Kaanib and Sa
Bansang Pilipinas Inc., are merely deceptive
of and pertaining to the members of the
respondent corporation. Also the words
SALIGAN and SUHAY are synonymous,
both mean ground, foundation or support.
Hence, this case is on all fours
with Universal Mills Corporation v.
Universal Textile Mills, Inc., where the
Court ruled that the corporate names
Universal Mills Corporation and Universal
Textile Mills, Inc., are undisputably so
similar that even under the test of
"reasonable care and observation" confusion
may arise.
Petition denied. CA decision affirmed.
INDUSTRIAL REFRACTORIES vs.
COURT OF APPEALS
Doctrine:
The SEC has absolute jurisdiction
over all corporations so it can implement the
Corporation Code. Section 18 of the
Corporation Code prohibits any proposed
name which is identical or deceptively or
confusingly similar to that of any existing
corporation or any other name already
protected by law.
Facts:
Refractories Corporation of the Philippines
(RCP), herein respondent was organized in
1976 and was incorporated in 1977. RCP is
engaged in manufacturing, selling, exporting
and dealing in any and all refractory bricks,
its by-products and derivatives.
Industrial Refractories Corporation of the
Philippines (IRCP), herein petitioner was
incorporated in 1979 under the name of
Synclaire Manufacturing Corporation. It
amended its Articles of Incorporation in
1985 and changed its name into IRCP. It is
engaged in manufacturing all kinds of
ceramic products except paint and zincs.
In 1988, RCP found out that IRCP was
using such corporate name so it filed a
petition before the SEC to compel the latter
to change its corporate name because it is
confusingly similar with former’s corporate
name. SEC ruled in favour of RCP and
ordered IRCP to remove RCP in its
corporate name.
SEC En Banc modified and ordered to
remove the word “Refractories” only. CA
affirmed SEC En Banc Decision.
Issues:
1. WON SEC has jurisdiction over the case?
YES.
2. WON RCP is entitled to the exclusive use
of the word “Refractories” even though it is
a generic word? YES.
3. WON the 2 corporate names are
confusingly similar? YES.
Held:
First Issue:
SEC’s jurisdiction is not merely confined
within sec. 5 PD 902-A, but by express
mandate, has absolute jurisdiction,
supervision and control over all
corporations. Hence, it can enforce the
Corporation Code. Section 18 (See
Doctrine). SEC has duty to prevent
confusion to protect corporations and the
public so it has the authority to determine
whether the corporate names would likely to
cause confusion, thus, has jurisdiction.
Second Issue:
“Refractories” refers to structural materials
used at high temperature to industrial
furnaces. It is a generic term, but its usage is
not widespread and is limited merely to the
industry or trade in which it is used. Hence,
continuous use by RCP for considerable
period has made the term so closely
identified with it.
Third issue:
In Philips Export BV vs CA, the Court held
that to fall within the prohibition, two
requisites must be proven:
(1) that the complainant corporation
acquired a prior right over the use of such
corporate name;
(2) the proposed name is either: (a) identical,
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.

The first requisite is determined by Priority

of Adoption. RCP used it in 1976, while
IRCP in 1985 only or 9 years after former.
Hence, RCP acquired prior right to use of
“Refractories” in its corporate name. The
second requisite is determined by if it would
mislead a person using ordinary care and
discrimination. Both corporations have the
words “Refractories”, “Corporation”, and
“Philippines” and the only distinguishing
word is “Industrial”. “Industrial” merely
identifies a corporation’s general field of
activities or operations.

Therefore, names are patently similar that

even with reasonable care and observation,
confusion might arise. It happened as found
by SEC that there were instances when
different steel companies were confused
especially both have same packaging.

Revised Guidelines in the Approval of

Corporate and Partnership Names requires:

(1) a corporate name shall not be identical,

misleading or confusingly similar to one
already registered by another corporation
with the Commission; and

(2) if the proposed name is similar to the

name of a registered firm, the proposed
name must contain at least one distinctive
word different from the name of the
company already registered.

Hence, the SC denied the petition.