[SEC-SICD * CASE NO. 2570. January 10, 1985.

]
BENEDICT INVESTMENT AND REALTY CORPORATION, petitioner, vs. TROPIFLORA,
INC., respondent.

DECISION
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
"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.
SO ORDERED.
(SGD.) MINVILUZ C.
ASTUDILLO
Hearing Officer