Iglesia ng Dios kay Kristo Hesus Haligi at Suhay ng Katotohanan vs. Iglesia ng Dios kay Kristo Hesus Haligi at Saligan ng Katotohanan

[SEC-SICD * CASE NO. 1774. May 4, 1988.] IGLESIA NG DIOS KAY KRISTO HESUS HALIGI AT SUHAY NG KATOTOHANAN , petitioner , vs .IGLESIA NG DIOS KAY KRISTO HESUS HALIGI AT SALIGAN NG KATOTOHANAN, and FERMIN CALMA , respondents . D E C I S I O N This is a petition to compel principal respondent Iglesia Ng Dios Kay Kristo Hesus, Haligi At Saligan Ng Katotohanan to change its corporate name on the ground, among others, that the use by respondent church of its name and the acronym "Iglesia Ng Dios Kay Kristo Hesus, H.S.K." cause confusion among the members of the petitioner as well as the general public. LLpr Respondents, in their answer, alleged that the use of the corporate name of the respondent corporation will not in any manner confuse others, especially the faithful considering that the word "Suhay" used by petitioner in its corporate name and the word "Saligan" used by respondent corporation in its corporate name are two different words with different meanings. Respondents further argued that the words Iglesia Ng Dios Kay Kristo Hesus were taken from the Bible of which petitioner cannot claim proprietary right to the use of the same. After the pre-trial hearings, the parties jointly submitted a partial stipulation of facts dated June 10, 1980, as follows: 1. Petitioner Iglesia Ng Dios Kay Kristo Hesus, Haligi at Suhay ng Katotohanan and respondent Iglesia Ng Dios Kay Kristo Hesus, Haligi at Saligan Ng Katotohanan are both non-stock religious corporations. 2. Respondent Fermin G. Calma was a member of petitioner and claims to have temporarily left the organization. 3. Both petitioner and respondent religious corporation use the acronym "Iglesia Ng Dios Kay Kristo Hesus, H.S.K." 4. Petitioner was incorporated long before respondent religious corporation was organized. 5. The only difference between petitioner's name and that of respondent church is that while the former uses the word "Suhay",the latter uses the word "Saligan". 6. When respondent church was organized, the incorporators submitted undertaking to change its name should there be another entity having a right to the use of the same or similar name. 7. The parties hereto reserve the right to submit additional evidence. The only issue in this case is whether or not the corporate names of petitioner and respondent are so similar or identical so as to mislead or confuse the members of the petitioner and/or the general public. During the trial on the merits, petitioner corporation presented evidence while respondents never presented any evidence despite the opportunity given to them. A careful perusal of the records of the case, as well as the evidence adduced by the petitioner, aside from the above-mentioned facts agreed by the parties, shows that petitioner corporation was using its corporate name since way back in 1936 and that Certificate of Reconstruction of Record dated June 28, 1948 has been issued by this Commission. On the other hand, respondent's Articles of Incorporation was only registered on October 15, 1977, and no corporate by-laws has been registered with the Commission up to this date. Based on the foregoing established facts, the Commission is of the belief that the corporate names of complainant Iglesia Ng Dios Kay Kristo Hesus, Haligi at Saligan Ng Katotohanan are so identical and similar that will certainly cause confusion not only to the members of the petitioner in particular but also to the public in general. It was an admitted fact that respondent Fermin Calma, the acknowledged leader and founder of the respondent church, was one of the faithful members of petitioner corporation but temporarily left the organization because of mismanagement and alleged lack of authority of the persons running the corporate affairs of petitioner corporation It is therefore safe to say that it was for this reason that respondent Fermin Calma organized his own group and later on decided to register with the Securities and Exchange Commission using the already registered corporate name of the petitioner with the exception of the word "Suhay" wherein respondent changed it to "Saligan" the word now incorporated in respondent's corporate name. We can further conclude that the motive or reason of respondent Fermin Calma, who is the prime mover of the respondent's group, in leaving the petitioner's group after he was disgusted in the manner petitioner corporation was being managed was to challenge the present leadership of the petitioner. Certainly the acts of respondent Fermin Calma in forming or organizing the new group and in registering a similar or identical name with that of petitioner corporation will confuse the members of the petitioner and the public especially so that respondent corporation is also using exactly the petitioner's acronym "Iglesia Ng Dios Kay Kristo Hesus, H.S.K.". To allow respondent corporation to use its corporate name is not only violative of Sec. 18 of the Corporation Code which reads: "SECTION 18. Corporate name . 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 law." prLL but also violates the long standing policy of the Commission regarding registration of corporate name. Thus, "If a proposed corporation name contains a word similar to that already used as part of the firm name or style of a registered company such proposed name must contain two other words different from the name of the company already registered. In that manner confusion may be avoided." In the case at bar, not only are the dominant words Iglesia Ng Dios Kay Kristo Hesus the same in both corporate names, there is only one word that actually differentiates both corporate names, that is, "Suhay" for petitioner and "Saligan" for respondent. Besides, the certificate of registration of respondent corporation can even be revoked for failure to file its by-laws within its period required under the law. WHEREFORE, in view of all the foregoing, respondent Iglesia Ng Dios Kay Kristo Hesus, Haligi at Saligan Ng Katotohanan is hereby ordered to change its corporate name to another name not similar or identical to any name already used by a corporation, partnership or association registered with the Commission, by amending its Articles of Incorporation in accordance with the Corporation Code of the Philippines and filing the same with this Commission upon payment of the corresponding fees thereof, within thirty (30) days from finality thereof. Likewise, respondent corporation is hereby ordered to file its by-laws within thirty (30) days from receipt hereof, otherwise its failure will be a ground for the revocation of its certificate of registration in accordance with P.D. 902-A. Let a copy of this Decision be furnished the Corporate and Legal Department of this Commission for its reference. SO ORDERED. (SGD.) JAMES K. ABUGAN Hearing Officer