Citihomes Tricycle Operators & Drivers Asso., Inc. vs. Molino-4 Citihomes Tricycle Operators & Drivers Asso., Inc.

[SEC-SICD * CASE NO. 10-96-5463. October 7, 1998.] CITIHOMES TRICYCLE OPERATORS & DRIVERS ASSOCIATION (CHTODA),INC. , petitioner , vs .MOLINO-4 CITIHOMES TRICYCLE OPERATORS & DRIVERS ASSOCIATION (M-4 CTODA),INC. , respondent . D E C I S I O N This is a petition requiring the respondent to amend its corporate name by dropping the word "Citihomes". As shown in the records, respondents failed to file their answer and for which they were declared in default per Order of December 5, 1996. The facts of the case as established by evidence are as follows: Petitioner is an association duly registered with the Commission on July 17, 1996, with principal office at Citihomes Subdivision, Bacoor Cavite; while respondent is likewise an association registered with the Commission on August 23, 1996 with principal office at Bacoor Cavite (Exhs. "A","A-1","B",and "B-1").Petitioners had made a demand to the respondents for the latter to change their corporate name by dropping the word Citihomes therein. (Exh. "C"). The lone issue in this case is whether or not respondents corporate name "Molino 4 Citihomes Tricycle Operators & Drivers Association, (''M-4 CTODA) Inc." is confusingly similar to petitioner's name "Citihomes Tricycle Operators & Drivers Association (CHTODA) Inc. The Provision of law that generally governs the adoption of corporate names is Sec. 18 of the Corporation Code. It provides, thus: "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 protected by law, or is patently deceptive, confusing or contrary to existing law. When a change in corporate name is approved, the Commission shall issue an amended certificate of incorporation under the amended name. Likewise, in the Articles of Incorporation of proposed corporation, as in the case of respondent and which this Hearing Officer takes judicial notice, the Commission requires the filing of an "Undertaking to change name which reads as follows: "That the corporation manifests its willingness to change its corporate name in the event another person, firm or entity has acquired a prior right to use the said firm name; or one deceptively or confusingly similar to it." Moreover, jurisprudence with respect to similarities in corporate names has been pronounced in the case of Philip Export BV v. Court of Appeals, G.R. No. 96161, February 21, 1992, to wit: "In determining the existence of confusing similarity in corporate name, the test is whether the similarity is such as to mislead a person using ordinary care and discrimination. In so doing, the court must look to the records as well as the names themselves. ..." In its petition, it has been the contention of petitioner that since respondents registered much later than petitioner and considering that respondent's members are not residents or homeowners of Citihomes Subdivision, it has to drop the word "Citihomes" in its corporate name because by having it included therein makes its name confusingly similar to petitioner's name. The question that has to be considered in this particular issue is whether the name "Molino-4 Citihomes Tricycle Operators & Drivers Association (4-4CTODA),Inc." is confusingly similar to the name "Citihomes Tricycle Operators & Drivers Association (CHTODA),Inc.," and/or whether petitioner has, on account of prior registration, already appropriated a legal right to the use of the word "Citihomes" to the exclusion of the respondent. The opinion of the Commission is in the positive. Respondent's corporate name is confusingly or deceptively similar to petitioner's corporate name. From a mere cursory reading of both the names themselves, the public in general do tend to be confused and deceived to the effect that petitioner and respondent are one and the same association. In fact, the dominant or distinctive terms in petitioner's and respondents' names are almost similar. The dominant term in petitioner's name is "Citihomes" while in respondent's name is "Molino-4 Citihomes".Under our jurisprudence, corporate names are confusingly similar if the dominant and distinctive terms therein are the same or confusingly similar. (Philip Export BV. v. Court of Appeals, G.R. No. 96161, February 21, 1992) which is true in the case at bar. WHEREFORE, judgment is hereby rendered requiring respondent to amend its corporate name by dropping the word "Citihomes." Likewise, the Corporate and Legal Department of the Commission is hereby advised to take the necessary steps for this purpose upon reception of a copy of the writ of execution. SO ORDERED. (SGD.) PAUL Q. GALLEGOS Hearing Officer