Human Resources & Services, Inc. vs. C & A Human Resources & Services, Inc.

[SEC-SICD * CASE NO. 3557. April 24, 1990.] HUMAN RESOURCES & SERVICES, INC. , petitioner , vs .C & A HUMAN RESOURCES & SERVICES, INC. , respondent . D E C I S I O N This is a verified petition filed by HUMAN RESOURCES AND SERVICES, INC.,a corporation organized and existing under the laws of the Republic of the Philippines against C & A HUMAN RESOURCES AND SERVICES, INC. which is likewise a corporation duly organized and existing under the laws of the Republic of the Philippines praying for the change of respondent's corporate name in a way that the corporate name of petitioner will not be made part thereof. prLL It is alleged, among others, that petitioner came to know of the existence of respondent early in 1989 when some of the letters/notices addressed to said respondent were delivered by mistake at its office address; that immediately thereafter petitioner, through counsel, wrote respondent a letter dated January 1, 1989 (Annex "A") requesting that respondent cease and desist from using its corporate name, on the ground that the same is identical or deceptively or confusingly similar to that of the petitioner; that petitioner through counsel, likewise, wrote this Commission to record its strong objection to the use by respondent of petitioner's corporate name and requesting this Honorable Commission to order the change and/or cancellation of the name of the respondent (Annex "B");that the letter-complaint (Annex "B") of petitioner was entertained by the Corporate and Legal Department and after some conferences, parties were required to submit their respective position papers; that after submitting their respective position papers, respondent's lawyer informed the Hearing Officer that the Board of Directors of the respondent will meet on April 1, 1989, with the case filed by petitioner as one of the items in their agenda; that after the alleged meeting of the Board of Directors or respondent, respondent's lawyer informed the Hearing Officer in a letter dated April 5, 1989 (Annex "C");that the respondent's Board of Directors had decided to refer the case for a formal hearing; that as borne out by the Articles of Incorporation of the petitioner and respondent, both have the same or similar corporate purposes; that petitioner was organized and registered as early as 1978 while respondent was organized and registered only recently, that the corporate name of the respondent is clearly identical, if not deceptively or confusingly similar to that of the petitioner and its continued use will be prejudicial to the latter. Respondent, in its answer, alleged, among others, that the alleged letters delivered to petitioner are spurious, possibly fabrications or deliberate falsifications or otherwise purely fakes for purposes of creating a cause of action; that the alleged letters or copies thereof are not attached and made integral parts of petitioner's position; that if petitioner is in possession of any such letters, documents or papers intended for the respondent, it holds the same illegally, criminally, unlawfully and to the damage and prejudice of the respondent; that it is not true that the parties' names are similar or confusingly similar; that the words "Human Resources and Services" are incapable of appropriation as a corporate firm name, the words by themselves being purely descriptive of the services rendered or offered to the public; that petitioner is not possessed and has not established enough grounds and qualification to claim right to possess or use these words exclusively or appropriate the same exclusively as a firm corporate name. The issues having been joined, a preliminary conference was held on August 16, 1989, to consider, among others, the possibility of an amicable settlement and simplification of issues. During the preliminary conference, it was agreed by both parties that the issues to be resolved are: 1) whether or not Human Resource and Services, Inc. can be appropriated as a firm name and 2) whether or not the respondent's name is actually confusingly similar to the name of the petitioner, a continuation of said preliminary conference was set on September 4, 1989. However, counsel for the respondent failed to appear and failed to do so in subsequent hearings, extending to the time and period for the reception of his evidence. For this reason, this Hearing Officer proceeded with the hearing of the case ex-parte where petitioner presented testimonial and documentary evidence. As regards the first issue ,the records show that petitioner Human Resources & Services Incorporated has the prior right to the use of its corporate name. Petitioner was registered with this Commission on December 29, 1978 while respondent was registered on July 7, 1988 or almost a decade later. Evidence show that petitioner has continuously used its corporate name since the time It was incorporated up to the present. It is undeniably clear that petitioner has acquired a prior legal right to use the words "Human Resources and Services" in its corporate name. With petitioner's prior lawful entry into a lawful business filed under a legally adopted name, and by prior appropriation and use thereof, a corporation acquires a right to such name which the law will recognize and protect (Standard Oil Co. of New Mexico vs. Standard Oil of California, 56 F2d 973777 cited in Fletcher Cyclopedia Corporations Vol. 6 Permanent Edition p. 72) LibLex As regards the second issue ,this Hearing Officer finds that the corporate name of petitioner and the respondent are strikingly identical or deceptively or confusingly similar. This is apparent from the fact that both contain the words "Human Resources and Services" which are very prominent and dominant. This is aggravated by the fact that both corporations are engaged in similar business. Petitioner Human Resources and Services, Inc. has its primary purpose "...To provide managerial, secretarial, clerical, messengerial, janitorial, labor and other related services ...". on the other hand, respondent C & A Human Resources Services, Inc. was formed primarily "To engage in the general business of screening, evaluating, recommending, recruiting and deploying employees, staff, personnel and workers of all levels and categories, whether executive, professional, technical, skilled or unskilled ...." It is apparent that both corporations, from the standpoint of their corporate names and the purposes for which they were established, there exist a seeming similarity that could easily lead inevitably to confusion. It was held that the nature and business of the corporations involved are also important factors bearing on the likelihood of deception from the use of similar names (Fletcher Cyclopedia Corporations Vol. 6 Permanent Edition p. 117) Actual confusion need not be shown, but it is sufficient that confusion is probable or likely to occur (Metal Craft Co. vs. Metalcraft Heater Corporation, 255 Michigan 642, 239 NW 364 cited in Fletcher Cyclopedia Corporations Vol. 6 Permanent Edition p. 133) It may be worth mentioning that when respondent was registered as a corporation, it undertook "to change its corporate name in the event another person, firm or entity has acquired a prior right to use the same name or one deceptively or confusingly similar to it". Respondent has in fact manifested to comply with the above undertaking when filed before this Commission three (3) letters dated September 21, 1989, October 23, 1989 and December 13, 1989 signifying its willingness to change its corporate name. However, upon verification of respondent's corporate records on file with this Commission, no amendment of the articles of incorporation was ever filed changing its corporate name which had it done so, could have settled the controversy. LexLib WHEREFORE, respondent C & A HUMAN RESOURCES SERVICES, INC. is hereby ordered to change its corporate name to another name not similar to any name already used by a corporation, partnership or association registered with this 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 filing fees thereof, within thirty (30) days from finality hereof. Let copy of this Decision be furnished the Corporate and Legal Department of this Commission for its information. SO ORDERED. (SGD.) TRINIDAD L. DABBAY Hearing Officer