Iglesia Watawat ng Lahi, Inc. vs. Kapatiran ng Watawat ng Lahi, Inc.

[SEC-SICD * CASE NO. 4455. October 6, 1994.] IGLESIA WATAWAT NG LAHI, INC. (Presiding Elder) , petitioner , vs .KAPATIRAN NG WATAWAT NG LAHI, INC. , respondent . D E C I S I O N This is a petition initiated by petitioner, Iglesia Watawat ng Lahi, Inc.,represented in this case by its Presiding Elder, Dr. Luis L. Parabuac, Sr.,a non-stock religious corporation organized and existing under the laws of the Philippines against Kapatiran ng Watawat ng Lahi, Inc. also a non-stock religious corporation duly organized under Philippine Laws, headed by its President, Juan N. Samar, for the latter to change its corporate name and revoke its certificate of registration if it injustifiably failed to do so. LLphil Petitioner alleged, among others, that it has been in existence since May 19, 1944 and still existing as a corporation Sole under the Corporate name Iglesia Watawat Ng Lahi Inc. Presiding Elder with the Certificate of Amended Articles of Incorporation approved by the Commission on October 20, 1992, the date of its registration with the Commission and has been known by its corporate name; that sometime in the latter part of May, 1989, some members and officers of the petitioner were expelled by its managing board for refusing to honor and obey the duly approved resolutions of the board and for holding contrary views, beliefs, doctrines and policies and, in apparent show of defiance and to show further disunity in the organization, they conspired in forming and organizing a breakway group-herein respondent which was registered on June 16, 1994; that respondent's corporate name is identical or deceptively confusingly similar to that of the petitioner, the dominant and prominent words as appearing in both petitioner and respondent's corporate names are "Watawat ng Lahi",which herein petitioner have been using for more than fifty (50) years now; that such being the case, respondent's use of the words "Watawat ng Lahi" is confusingly and deceptively similar to that of the petitioner even under the test of reasonable care and observation as the public generally are capable of using and may be expected to exercise; and that considering the deceptive similarity of the corporate names, the members and officers of the petitioner are in quandary and at times prejudiced by the announcements and pronouncements of beliefs, philosophies or principles espoused by the members and/or leadership of the respondent, and that members of the petitioner are often mistaken to be members of the respondent and vice-versa, particularly so as petitioner and respondent are both religious corporations edifying the teachings and philosophies of our great national hero, Dr. Jose P. Rizal. Respondent, in its answer denied all the material allegations in the petition, and claimed, that it is actually a brotherhood organization as distinguished from petitioner which is a religious corporation; that the alleged expulsion of members and officers by petitioner's alleged managing board was without force and effect because it was not in accordance with law and they are usurpers and the old and original members who were expelled have incorporated into a brotherhood organization; that the difference in the name is cognizable at a glance wherein the name of the Petitioner, "Iglesia" connotes religious application and the Respondent's name "Kapatiran" professes brotherhood, free of any religious connotation, and the words "Watawat Ng Lahi" is of universal usage such that any country which professes love to country also professes love to its flag which symbolized the country itself and that the alleged confusion on the words "Watawat ng Lahi" exists only in the mind of the petitioner. prcd 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 general public. A careful perusal of the records of the case, as well as the evidence adduced by the petitioner shows that petitioner was using its corporate name since its registration before the Commission on May 19, 1944. On the other hand, respondent's Articles of Incorporation was only registered on June 16, 1994. Based on the foregoing established facts, this Hearing Officer is of the belief that the corporate names of petitioner Iglesia Watawat Ng Lahi, Inc. and respondent Kapatiran ng Watawat Ng Lahi, Inc. 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 is an admitted fact that Juan Samar, the acknowledged leader, founder and President of the respondent was one of the members of the petitioner who was expelled for refusing to honor and obey the duly approved resolutions of petitioner's board of directors and for holding contrary views, beliefs, doctrines and policies. It is therefore safe to say that it was for this reason that Juan Samar and the other expelled members/officers organized their own group and later on decided to register with the Securities and Exchange Commission using the already registered corporate name of the petitioner adding only the words "Kapatiran Ng". Certainly the acts of Juan Samar and his group in forming and organizing and in registering a similar of identical name with that of petitioner will confuse the members of the petitioner and the public especially so that respondent is also using exactly the petitioner's acronym "Watawat Ng Lahi, Inc." To allow respondent corporation to use its corporate name will be violative of Section 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." The claim of respondent that it is a brotherhood organization is negated by the testimony of its witnesses Juan Samar and Natividad Rebingue when they admitted on cross-examination that the members of the respondent believe and practice religious rituals like the sign of the cross, procession, baptism and belief in the images; and that Mrs. Rebingue admitted that their organizations is a religious one (TSN p. 14 and 15, Nov. 17, 1993). WHEREFORE, respondent Kapatiran Ng Watawat Ng Lahi, Inc., is hereby ordered to change its corporate name to another name not similar to petitioner's or 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 Philippines and filing the same with this Commission upon payment of the corresponding fees thereof, within thirty (30) days from finality hereof, otherwise its failure will be a ground for the revocation of its certificate of registration in accordance with P.D. 902-A, as amended. Let copy of this Decision be furnished the Corporate and Legal Department and the Records Division, AFD of this Commission, for its reference. LLjur SO ORDERED. (SGD.) MACARIO P. MALLARI Hearing Officer