Benedict Investment and Realty Corporation vs. Tropiflora, Inc.

[SEC-SICD * CASE NO. 2570. January 10, 1985.] BENEDICT INVESTMENT AND REALTY CORPORATION , petitioner , vs .TROPIFLORA, INC. , respondent . D E C I S I O N This is a petition for the cancellation of the corporate name "Tropiflora, Inc." filed by the Benedict Investment and Realty Corporation, through counsel, claiming that the name "nearly resembles the business name and style "Tropical Flora (Philippines)" which is likely to cause confusion or mistake in the minds of the public considering that the parties are engaged in the same line of business". The petitioner is a corporation duly organized and registered with the Commission under SEC Reg. No. 48757 issued on September 29, 1972. It adopted and registered its business name and style "Tropical Flora (Philippines)" with the Bureau of Domestic Trade (Bureau of Commerce) on April 2, 1982. Its principal office is located at 66 United Street, Mandaluyong, Metro Manila, while its place of business for this particular undertaking under question is at GDC Compound Main Gate, Don Jose Blvd. Alabang Hills Village, Alabang, Muntinlupa, Metro Manila. One of its secondary purposes is: "2. To engage in agriculture and farming such as planting, cultivating, harvesting, storing, marketing ...fruit trees and flowering plants. ..." On the other hand, "Tropiflora, Inc." is also a duly organized and registered corporation under SEC Reg. No. 110980 issued on March 29, 1983. The primary purposes of Tropiflora, Inc. are: To establish, maintain, manage, operate and render landscaping and gardening services in industrial, commercial, residential, educational, and government institutions; maintain gardens, lawns, islands and other landscaped areas, maintain nursery grounds for breeding of plants, flowers, fruit-tree seedlings, shrubs, grass, etc. ..." Its principal business address is located at the New Alabang Center, Muntinlupa, Rizal. In its answer to the petition, through counsel, respondent alleged that its name "Tropiflora, Inc " is entirely separate and distinct from petitioner's business name. "There is no resemblance, much less an identity or similarity which would cause confusion, deception or mistake in the minds of the public. As agreed upon by the parties during the preliminary conference, they will merely submit their respective memoranda which will then be made the basis for the decision of the case. There are actually two issues to be resolved in this case, namely: 1. Whether the corporate name of respondent and the business name of petitioner are confusingly similar. 2. If so, which entirely has a better right to the use of its name. There is no denying that the word "Tropiflora" is derived from the words tropical flora, meaning "of, in or characteristic of the tropics, very hot." Tropic is either of two circles of the celestial sphere parallel to the equator. Flora refers to the plants of a specified region or time. It is also known as the Roman goddess of flowers in Roman Mythology. Tropiflora, the corporate name of respondent, is nothing but a contraction of the words Tropical Flora, the business name of petitioner. The former is merely a combination of the latter. In other words, respondent's corporate name was coined from petitioner's business name, although unintentionally. The similarity between the two names is too obvious to be overlooked. The similarity is such that if Tropical Flora were a registered corporate name, the Commission would not have allowed respondent to subsequently adopt Tropiflora as its corporate name, since LexLib "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." (Sec. 18, Corporation Code) Nevertheless, even if Tropical Flora (Philippines) is only a business name but since it has been duly registered, it is entitled to protection under the aforequoted provision of the Corporation Code. Add to this circumstance is the fact that both entities are engaged in similar undertakings. In view of this, the possibility and danger of one entity being mistaken for the other is not remote which will inevitably result to confusion not only to their prospective clientele but to the public as well. Having thus found both names confusingly similar, it is not difficult to determine which entity, the petitioner or the respondent, has a prior right to its name. In the absence of other compelling considerations on record, it is safe to conclude that petitioner, having earlier appropriated and registered its name, has a prior right thereto and, therefore, is entitled to protection. Respondent now is hereby called upon to make good its undertaking when the Commission approved its corporate name to change its corporate name in the event that another firm has a prior right to the said name or one similar to it. WHEREFORE, considering all the foregoing, the Commission hereby renders judgment in favor of the petitioner. Accordingly, the respondent is hereby ordered to change its corporate name "Tropiflora, Inc." within thirty (30) days from finality of this decision by amended its articles of incorporation and filing the same with the Commission. prcd SO ORDERED. (SGD.) MINVILUZ C. ASTUDILLO Hearing Officer