Josefina B. Eusebio vs. Club Mancomunidad-Pampangueña

[SEC-AC NO. 031. November 24, 1980.] JOSEFINA B. EUSEBIO, ET AL., appellants-protestants, vs . CLUB MANCOMUNIDAD-PAMPANGUEA, INC., appellee-protestee . D E C I S I O N This is an appeal from the decision of the Hearing Officer dated February 25, 1980, dismissing the complaint of protestants-appellants which sought the change of the name of protestee-appellee. The issue in this appeal is whether a group similar to that of the protestants-appellants, unincorporated, that holds an annual affair for several consecutive years using a certain name, can have exclusive use of said name. To summarize the facts of the case: The protestants-appellants were part of a group that called themselves Mancomunidad Pampanguea, a non-profit, charitable and socio-civic aggrupation of Pampango men and women formed sometime in 1947. From its initial formation up to and until 1964, it undertook the holding of annual balls under the name "Mancomunidad Pampanguea" which had acquired some renown and reputation throughout the country. After 1964, it had stopped the holding of the annual balls due to exigencies of social conditions. On August 24, 1978, "Club Mancomunidad Pampanguea, Inc." (CMPI for brevity) the herein appellee-protestee, was registered as a non-stock, non-profit corporation with incorporators who were all members of the former Mancomunidad Pampanguea. Protestants-appellants contend that the incorporation of CMPI was without the approval or consent of the governing body of Mancomunidad Pampanguea. They allege that the long, exclusive and continuous use of a name like Mancomunidad Pampanguea has given appellants an exclusive right over the use of said name and is entitled to the protection of the law. In view of the above-described circumstances, appellants pray that appellees be ordered to change its corporate name to something other than 'Mancomunidad Pampanguea' pursuant to their undertaking dated August 13, 1978 to change their name in the event that another firm or entity had acquired a prior right to the use of the said name or one similar to it. In the hearing conducted by the Commission en banc wherein counsels for the respective parties in the case orally argued their positions, the following facts were established: that the Mancomunidad Pampanguea ceased its activities (principally the holding of an annual ball) and remained inactive after 1964; that there were no governing rules observed by the members thereof regarding admission to membership, elections and other matters incident to an orderly procedure; that there was not even a formal list of members, nor elections held to select the officers; that the incorporators and majority of the present members of appellee corporation were former members of Mancomunidad Pampanguea and that the protestants have been invited in the formation of the appellee corporation and until now are being invited to be members of the corporation. In the light of the foregoing circumstances, it is the view of the Commission en banc that the individuals alleging to represent the old group of Mancomunidad Pampanguea cannot validly oppose the use of the name "Mancomunidad Pampanguea, Inc." The fact that there was not even a formal list of members, that there was no constitution and by-laws adopted, no formal written agreement to bind the members together, no rules adopted whereby officers or a governing body would be elected, made it highly questionable whether an organization actually existed. prLL Even if it were to be conceded that the Mancomunidad Pampanguea had an existing personality, the fact that it had become inactive and ceased activities after 1964, has caused it to lose such personality as well as forfeit by prescription its right to the exclusive use of the name "Mancomunidad Pampanguea" by reason of inoperation and lack of interest to continue the same. Its allegation of being an organized group is weakened by the fact that the old Mancomunidad Pampanguea cannot show proof of any governing rule or set of regulations normally covering the proceedings a group that would band together as an association. It does not even have a definite code of procedure for admission of members or a simple roll of members to speak of. How then can it claim that it was an unregistered organization when it cannot even be definite as to who are supposed to be included in the roll of members? Considering on the other hand that appellee corporation was organized by former members of the original Mancomunidad Pampanguea and reference has been made to the historical roots of said group, it is but logical to find that the appellee corporation is but a mere continuation of appellant group which sought to be registered with the Commission and consequently regulated and protected by laws governing corporations. LexLib WHEREFORE, the Order appealed from is AFFIRMED. SO ORDERED. (SGD.) ANGEL L. LIMJOCO, JR. Chairman (SGD.) JULIO A. SULIT, JR. (SGD.) SIXTO T. J. DE GUZMAN, JR Associate Commissioner Associate Commissioner