Indian Chamber of Commerce Phils., Inc. v. Filipino Chamber of Commerce in the Philippines

DOCTRINES: 

• Section 18 of the Corporation Code expressly prohibits the use of a corporate name which is identical or deceptively or confusingly similar to that of any existing corporation. 
• To determine 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. 
• It is the SEC’s duty to prevent confusion in the use of corporate names not only for the protection of the corporation involved, but more so for the protection of the public. 

FACTS: Filipino-Indian Chamber of Commerce of the Philippines, Inc. (defunct FICCPI) was originally registered with the SEC as Indian Chamber of Commerce of Manila, Inc. it amended its corporate name into Indian Chamber of Commerce of the Philippines, Inc., and further amended it into Filipino-Indian Chamber of Commerce of the Philippines, Inc. The defunct FICCPI’s term of existence expired on November 24, 2001.

SEC Case No. 05-008

On January 2005, Mr. Naresh Mansukhani (Mansukhani) reserved the corporate name “Filipino Indian Chamber of Commerce in the Philippines, Inc.” (FICCPI), for the period from January 20, 2005 to April 20, 2005, with the Company Registration and Monitoring Department (CRMD) of the SEC. In an opposition letter by Ram Sitaldas (Sitaldas), claiming to be a representative of the defunct FICCPI, alleged that the corporate name has been used by the defunct FICCPI since 1951, and that the reservation by another person who is not its member or representative is illegal. CRMD called the parties for a conference and required them to submit their position papers. CRMD rendered a decision granting Mansukhani’s reservation, holding that he possesses the better right over the corporate name. The CRMD ruled that the defunct FICCPI has no legal personality to oppose the reservation of the corporate name by Mansukhani. After the expiration of the defunct FICCPFs corporate existence, without any act on its part to extend its term, its right over the name ended. Thus, the name “Filipino Indian Chamber of Commerce in the Philippines, Inc.” is free for appropriation by any party. Sitaldas appealed to the SEC En Banc but it was denied. Sitaldas also appealed to the CA which affirmed the SEC En Banc’s decision.

SEC CASE No. 06-014

On December 8, 2005, Mr. Pracash Dacayan, who allegedly represented the defunct FICCPI, filed an application with the CRMD for the reservation of the corporate name “Indian Chamber of Commerce Phils., Inc.” (ICCPI). Upon knowledge, Mansukhani formally opposed the application. CRMD denied Mansukhani’s opposition. It stated that the name “Indian Chamber of Commerce Phils., Inc.” is not deceptively or confusingly similar to “Filipino Indian Chamber of Commerce in the Philippines, Inc.” On the same date, the CRMD approved and issued the Certificate of Incorporation of petitioner ICCPI. Mansukhani appealed to the SEC En Banc reversed the CRMD decision. ICCPI appealed to the CA which affirmed the SEC En Banc decision.

ISSUE: Whether or not the respondent’s corporate name did not acquire the secondary meaning

HELD: Section 18 of the Corporation Code expressly prohibits the use of a corporate name which is identical or deceptively or confusingly similar to that of any existing corporation: 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, confusing or 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. 

It is settled that to determine 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. In so doing, the court must examine the record as well as the names themselves. Proof of actual confusion need not be shown. It suffices that confusion is probably or likely to occur. 

By express mandate of law, the SEC has absolute jurisdiction, supervision and control over all corporations. It is the SEC’s duty to prevent confusion in the use of corporate names not only for the protection of the corporation involved, but more so for the protection of the public. It has the authority to de-register at all times, and under all circumstances corporate names which in its estimation are likely to generate confusion. 

SEC En Banc made a finding that “[i]t is apparent that both from the standpoint of their corporate names and the purposes for which they were established, there exist a similarity that could inevitably lead to confusion.”