Indian Chamber of Commerce Phils., Inc. Vs.

Filipino Indian Chamber of Commerce in the Philippines,

Inc.; G.R. No. 184008; August 3, 2016

JARDELEZA, J.:

FACTS:

Filipino-Indian Chamber of Commerce of the Philippines, Inc. (defunct FICCPI) was originally
registered with the SEC as Indian Chamber of Commerce of Manila, Inc. on November 24, 1951. On
October 7, 1959, it amended its corporate name into Indian Chamber of Commerce of the Philippines,
Inc., and further amended it into Filipino-Indian Chamber of Commerce of the Philippines, Inc. on March
4, 1977 Pursuant to its Articles of Incorporation, and without applying for an extension of its corporate
term, the defunct FICCPI’s term of existence expired on November 24, 2001.

On January 20, 2005, Mr. Naresh Mansukhani (Mansukhani) reserved the corporate name
“Filipino Indian Chamber of Commerce in the Philippines, Inc.” (FICCPI), for the period from January
20, 2005 to April 20, 2005, with the Company Registration and Monitoring Department (CRMD) of the
SEC. In an opposition letter dated April 1, 2005, Ram Sitaldas (Sitaldas), claiming to be a representative
of the defunct FICCPI, alleged that the corporate name has been used by the defunct FICCPI since 1951,
and that the reservation by another person who is not its member or representative is illegal.

Subsequently, on May 27, 2005, the CRMD rendered a decision granting Mansukhani’s
reservation, holding that he possesses the better right over the corporate name. The CRMD ruled that
the defunct FICCPI has no legal personality to oppose the reservation of the corporate name by
Mansukhani. Thus, the name “Filipino Indian Chamber of Commerce in the Philippines, Inc.” is free for
appropriation by any party.

Sitaldas appealed the decision of the CRMD to the SEC En Banc, which denied it. The CA
affirmed the decision of the SEC En Banc.On March 14, 2006, pending resolution by the CA, the SEC
issued the Certificate of Incorporation of respondent FICCPI.

Meanwhile, on December 8, 2005, Mr. Pracash Dayacanl, who allegedly represented the defunct
FICCPI, filed an application with the CRMD for the reservation of the corporate name “Indian Chamber
of Commerce Phils., Inc.” (ICCPI). Upon knowledge, Mansukhani, in a letter dated February 14, 2006,
formally opposed the application.

In a letter dated April 5, 2006, the CRMD denied Mansukhani’s opposition. It stated that the
name “Indian Chamber of Commerce Phils., Inc.” is not deceptively or confusingly similar to “Filipino
Indian Chamber of Commerce in the Philippines, Inc.” On the same date, the CRMD approved and issued
the Certificate of Incorporation of petitioner ICCPI.

Thus, respondent FICCPI, through Mansukhani, appealed the CRMD’s decision to the SEC En
Banc which was granted and was affirmed by the CA. Hence, this petition.
ISSUE: Whether the name “Indian Chamber of Commerce Phils., Inc.” is deceptively similar with“Filipino
Indian Chamber of Commerce in the Philippines, Inc.”

RULING: Yes. Section 18 of the Corporation Code expressly prohibits the use of a corporate name which
is identical or deceptively or confusingly similar to that of any existing corporation:

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

In Philips Export B. V. v. Court of Appeals, this Court ruled that to fall within the prohibition, two
requisites must be proven, to wit:that the complainant corporation acquired a prior right over the use of
such corporate name; and the proposed name is either:(a) identical; or (b) deceptively or
confusingly similar to that of any existing corporation or to any other name already protected by law; or
(c) patently deceptive, confusing or contrary to existing law.

These two requisites are present in this case.

In this case, FICCPI was incorporated on March 14, 2006. On the other hand, ICCPI was
incorporated only on April 5, 2006, or a month after FICCPI registered its corporate name. Thus, applying
the principle in the Refractories case, we hold that FICCPI, which was incorporated earlier, acquired a
prior right over the use of the corporate name.

ICCPI cannot argue that it first incorporated and held the “Filipino Indian Chamber of
Commerce,” in 1977; and that it established the name’s goodwill until it failed to renew its name due to
oversight. It is settled that a corporation is ipso facto dissolved as soon as its term of existence expires.
SEC Memorandum Circular No. 14-2000 likewise provides for the use of corporate names of dissolved
corporations: The name of a dissolved firm shall not be allowed to be used by other firms within three
(3) years after the approval of the dissolution of the corporation by the Commission, unless allowed by
the last stockholders representing at least majority of the outstanding capital stock of the dissolved firm.

ICCPI’s corporate name is deceptively or confusingly similar to that of FICCPI. It is settled that to
determire the existence of confusing similarity in corporate names, the test is whether the similarity is
such as to mislead a person, using ordinary care and discrimination. In so doing, the court must examine
the record as well as the names themselves. Proof of actual confusion need not be shown. It suffices
that confusion is probably or likely to occur.

In this case, the overriding consideration in determining wheiher a person, using ordinary care
and discrimination, might be misled is the circumstance that both ICCPI and FICCPI have a common
primary purpose, that is, the promotion of Filipino-Indian business in the Philippines.

JOSEPH OMAR O. ANDAY A v. RURAL BANK OF CABADBARAN

 GR No. 188769, Aug 03, 2016

SERENO, C.J.:

FACTS:

Andaya bought from Chute 2,200 shares of stock in the Rural Bank of Cabadbaran for P220,000
evidenced by a notarized document denominated as Sale of Shares of Stocks.Chute duly endorsed and
delivered the certificates of stock to Andaya and, subsequently, requested the bank to register the
transfer and issue new stock certificates in favor of the latter. Andaya also separately communicated
with the bank's corporate secretary, respondent Oraiz, reiterating Chute's request for the issuance of
new stock certificates in petitioner's favor.

A few days later, the bank's corporate secretary wrote Chute to inform her that he could not register the
transfer. He explained that under a previous stockholders' Resolution, existing stockholders were given
priority to buy the shares of others in the event that the latter offered those shares for sale (i.e., a right
of first refusal). He then asked Chute if she, instead, wished to have her shares offered to existing
stockholders. He told her that if no other stockholder would buy them, she could then proceed to sell
her shares to outsiders.

Meanwhile, the bank's legal counsel, respondent Gonzalez, informed Andaya that the latter's request
had been referred to the bank's board of directors for evaluation. Gonzalez also furnished him a copy of
the bank's previous reply to Chute concerning a similar request from her. Andaya responded by
reiterating his earlier request for the registration of the transfer and the issuance of new certificates of
stock in his favor. Citing Section 98 of the Corporation Code, he claimed that the purported restriction
on the transfer of shares of stock agreed upon during the 2001 stockholders' meeting could not deprive
him of his right as a transferee. He pointed out that the restriction did not appear in the bank's articles
of incorporation, bylaws, or certificates of stock.

The bank eventually denied the request of Andaya.It reasoned that he had a conflict of interest, as he
was then president and chief executive officer of the Green Bank of Caraga, a competitor bank.
Consequently, Andaya instituted an action for mandamus and damages against the Rural Bank of
Cabadbaran; its corporate secretary, Oraiz; and its legal counsel, Gonzalez. Petitioner sought to compel
them to record the transfer in the bank's stock and transfer book and to issue new certificates of stock
in his name.

The RTC issued a Decision dismissing the complaint. According to the trial court, Ponce requires that a
person seeking to transfer shares must appear to have an express instruction and a specific authority
from the registered stockholder, such as a special power of attorney, to cause the disposition of stocks
registered in the stockholder's name. It ruled that "[w]ithout the sale first registered or an authority
from the transferor, it [was] therefore unmistakably clear that [Andaya had] no cause of action for
mandamus against [the] bank."
Consequently, Andaya directly filed with this Court a Rule 45 petition for review on certiorari assailing
the RTC Decision on pure questions of law.

ISSUE: Whether Andaya, as a transferee of shares of stock, may initiate an action for mandamus
compelling the Rural Bank of Cabadbaran to record the transfer of shares in its stock and transfer
book, as well as issue new stock certificates in his name

RULING: Yes.

It is already settled jurisprudence that the registration of a transfer of shares of stock is a ministerial
duty on the part of the corporation. Aggrieved parties may then resort to the remedy of mandamus to
compel corporations that wrongfully or unjustifiably refuse to record the transfer or to issue new
certificates of stock. This remedy is available even upon the instance of a bona fide transferee who is
able to establish a clear legal right to the registration of the transfer. This legal right inherently flows
from the transferee's established ownership of the stocks, a right that has been recognized by this Court
as early as in Price v. Martin: A person who has purchased stock, and who desires to be recognized as a
stockholder, for the purpose of voting, must secure a standing by having the transfer recorded upon the
books. If the transfer is not duly made upon request, he has, as his remedy, to compel it to be made.

In the instant case, however, the submitted documents did not merely consist of an endorsement.
Rather, petitioner presented several undisputed documents,[30] among which was respondent Oraiz's
letter to Chute denying her request to transfer the stock standing in her name in favor of Andaya. This
letter clearly indicated that the registered owner herself had requested the registration of the transfer
of shares of stock. There was therefore no sensible reason for the RTC to perfunctorily extract the
pronouncement in Ponce and then disregard it in the face of admitted facts in addition to the duly
endorsed stock certificates.

ALFREDO L. CHUA, TOMAS L. CHUA AND MERCEDES P. DIAZ, Petitioners, v. PEOPLE OF THE
PHILIPPINES, Respondent.

G.R. No. 216146, August 24, 2016

J. REYES:

FACTS:

Joselyn was a stockholder of Chua Tee Corporation of Manila. Alfredo was the president and
chairman of the board, while Tomas was the corporate secretary and also a member of the board of the
same corporation. Mercedes was the accountant/bookkeeper tasked with the physical custody of the
corporate records.

On August 24, 2000, Joselyn invoked her right as a stockholder pursuant to Section 74 of the
Corporation Code to inspect the records of the books of the business transactions of the corporation,
the minutes of the meetings of the board, as well as the financial statements] of the corporation. She
hired a lawyer to send demand letters to each of the petitioners for her right to inspect to be heeded.
However, she was denied of such right to inspect.

Joselyn alleged that despite written demands, the petitioners conspired in refusing without valid
cause the exercise of her right to inspect Chua Tee Corporation of Manila's (CTCM) business transactions
records, financial statements and minutes of the meetings of both the board of directors and
stockholders.

On November 23, 2012, the MeTC rendered its Judgment15 convicting the petitioners as
charged, sentencing them to surfer the penalty of 30 days of imprisonment, and directing them to pay
the costs of suit.

The petitioners filed an appeal, which the RTC denied. The RTC agreed with the MeTC's ruling
and stated that the petitioners should have presented their evidence to contradict or rebut the evidence
presented by the prosecution that has overcome their constitutional right to be presumed innocent,
before the lower court.

On September 23, 2014, the CA outrightly dismissed the petition on technical grounds, i.e.,
failure to submit (a) true copies or duplicate originals of the MeTC's Judgment.

ISSUE:

Whether or not CTCM officers should have been charged in this case considering that CTCM had ceased
business operations prior to Joselyn's filing of her complaint.

RULING:

Yes. Despite the expiration of CTCM's corporate term in 1999, duties as corporate officers still
pertained to the petitioners when Joselyn's complaint was filed in 2000.

Yu, et al. v. Yukayguan, et al. instructs that:[T]he corporation continues to be a body corporate
for three (3) years after its dissolution for purposes of prosecuting and defending suits by and against it
and for enabling it to settle and close its affairs, culminating in the disposition and distribution of its
remaining assets. x x x The termination of the life of a juridical entity does not by itself cause the
extinction or diminution of the rights and liabilities of such entity x x x nor those of its owners and
creditors. x x x.

Further, as correctly pointed out by the OSG, Sections 122 and 145 of the Corporation Code
explicitly provide for the continuation of the body corporate for three years after dissolution. The rights
and remedies against, or liabilities of, the officers shall not be removed or impaired by reason of the
dissolution of the corporation. Corollarily then, a stockholder's right to inspect corporate records
subsists during the period of liquidation. Hence, Joselyn, as a stockholder, had the right to demand for
the inspection of records. Lodged upon the corporation is the corresponding duty to allow the said
inspection.
 From the foregoing, it is apparent that a complete examination of CTCM's records did not occur
resulting to an effective deprivation of Joselyn's right as a stockholder. However, from Joselyn and
Velayo's testimonies, it can be inferred that permission to view the records was granted, albeit not fully
effected. The petitioners, on their part, explained in the Counter-Affidavit filed before the Quezon City
Prosecution Office that they never prevented Joselyn from exercising her right of inspection, but when
the latter made her request, Mercedes was too occupied in winding up the affairs of CTCM.

While a cloud of doubt is cast upon the existence of criminal intent on the part of the
petitioners, it is jurisprudentially settled that proof of malice or deliberate intent (mens rea) is not
essential in offenses punishable by special laws, which are mala prohibita.

In the case at bar, the petitioners were charged with violations of Section 74, in relation to
Section 144, of the Corporation Code, a special law. Accordingly, since Joselyn was deprived of the
exercise of an effective right of inspection, offenses had in fact been committed, regardless of the
petitioners' intent. The Corporation Code provides for penalties relative to the commission of offenses,
which cannot be trivialized, lest the public purpose for which they are crafted be defeated and put to
naught.

E.I. DUPONT DE NEMOURS AND CO. (ASSIGNEE OF INVENTORS CARINI, DUNCIA AND WONG),
Petitioner, v. DIRECTOR EMMA C. FRANCISCO (IN HER CAPACITY AS DIRECTOR GENERAL OF THE
INTELLECTUAL PROPERTY OFFICE), DIRECTOR EPIFANIO M. EVASCO (IN HIS CAPACITY AS THE
DHUECTOR OF THE BUREAU OF PATENTS), AND THERAPHARMA, INC., Respondents.

G.R. No. 174379, August 31, 2016

LEONEN, J.:

FACTS:

On July 10, 1987, E.I. Dupont Nemours filed Philippine Patent Application No. 35526 before the
Bureau of Patents, Trademarks, and Technology Transfer. The application was for Angiotensin II
Receptor Blocking Imidazole (losartan), an invention related to the treatment of hypertension and
congestive heart failure. The product was produced and marketed by Merck, Sharpe, and Dohme
Corporation (Merck), E.I. Dupont Nemours' licensee, under the brand names Cozaar and Hyzaar.

The patent application was handled by Atty. Nicanor D. Mapili (Atty. Mapili), a local resident
agent who handled a majority of E.I. Dupont Nemours' patent applications in the Philippines from 1972
to 1996.

On December 19, 2000, E.I. Dupont Nemours' new counsel, Ortega, Del Castillo, Bacorro, Odulio,
Calma, and Carbonell, sent the Intellectual Property Office a letter requesting that an office action be
issued on Philippine Patent Application No. 35526.
 In its Petition for Revival, E.I. Dupont Nemours argued that its former counsel, Atty. Mapili, did
not inform it about the abandonment of the application, and it was not aware that Atty. Mapili had
already died. It argued that it discovered Atty. Mapili's death when its senior-level patent attorney
visited the Philippines in 1996. On April 18, 2002, the Director of Patents denied the Petition for Revival
for having been filed out of time.

E.I. Dupont Nemours appealed the denial to the Director-General of the Intellectual Property
Office on August 26, 2002.24 In the Decision25cralawred dated October 22, 2003, Director-General
Emma C. Francisco denied the appeal and affirmed the Resolution of the Director of Patents.

On August 31, 2004, the Court of Appeals granted the Petition for Review.

The Office of the Solicitor General, on behalf of the Intellectual Property Office, moved for
reconsideration of this Decision.

In the interim, Therapharma, Inc. moved for leave to intervene and admit the Attached Motion
for Reconsideration dated October 11, 2004 and argued that the Court of Appeals' August 31, 2004
Decision directly affects its "vested" rights to sell its own product.

Therapharma, Inc. alleged that on January 4, 2003, it filed before the Bureau of Food and Drugs
its own application for a losartan product "Lifezar," a medication for hypertension, which the Bureau
granted. It argued that it made a search of existing patent applications for similar products before its
application, and that no existing patent registration was found since E.I. Dupont Nemours' application
for its losartan product was considered abandoned by the Bureau of Patents, Trademarks, and
Technology Transfer. It alleged that sometime in 2003 to 2004, there was an exchange of
correspondence between Therapharma, Inc. and Merck. In this exchange, Merck informed
Therapharma, Inc. that it was pursuing a patent on the losartan products in the Philippines and that it
would pursue any legal action necessary to protect its product.

On January 31, 2006, the Court of Appeals issued the Resolution granting the Motion for Leave
to Intervene.

E.I. Dupont Nemours moved for reconsideration so the Court of Appeals resolved both Motions
for Reconsideration and rendered the Amended Decision rulingthat the public interest would be
prejudiced by the revival of E.I. Dupont Nemours' application. It found that losartan was used to treat
hypertension, "a chronic ailment afflicting an estimated 12.6 million Filipinos,"and noted that the
presence of competition lowered the price for losartan products. Hence, this petition.

ISSUE: Whether an abandoned patent application may be revied.

RULING:

Yes, An abandoned patent application may only be revived within four (4) months from the date of
abandonment. No extension of this period is provided by the 1962 Revised Rules of Practice.
Under Chapter VII, Section 111(a) of the 1962 Revised Rules of Practice, a patent application is deemed
abandoned if the applicant fails to prosecute the application within four months from the date of the
mailing of the notice of the last action by the Bureau of Patents, Trademarks, and Technology Transfer,
and not from applicant's actual notice. Section 113 has since been superseded by Section 133.4 of the
Intellectual Property Code, Rule 930 of the Rules and Regulations on Inventions, and Rule 929 of the
Revised Implementing Rules and Regulations for Patents, Utility Models and Industrial Design. An
application not revived in accordance with this rule shall be deemed forfeited.

No revival shall be granted to an application that has been previously revived with cost.

An application not revived in accordance with this Rule shall be deemed forfeited.

Even if the delay was unavoidable, or the failure to prosecute was due to fraud, accident, mistake, or
excusable negligence, or the Petition was accompanied by a complete proposed response, or all fees
were paid, the Petition would still be denied since these regulations only provide a four (4)-month
period within which to file for the revival of the application. The rules do not provide any exception that
could extend this four (4)-month period to 13 years.

Petitioner's patent application, therefore, should not be revived since it was filed beyond the allowable
period.

JAKERSON G. GARGALLO, Petitioner, v. DOHLE SEAFRONT CREWING (MANILA), INC., DOHLE MANNING
AGENCIES, INC., AND MR. MAYRONILO B. PADIZ, Respondent.

G.R. No. 215551, August 17, 2016

PERLAS-BERNABE, J.:

FACTS:

On July 20, 2012, petitioner filed a complaint for permanent total disability benefits against
respondents before the National Labor Relations Commission (NLRC)claiming that: (a) he accidentally
fell on deck while lifting heavy loads of lube oil drum, with his left arm hitting the floor first, bearing his
full body weight; (b) he has remained permanently unfit for further sea service despite major surgery
and further treatment by the company-designated physicians; and (c) his permanent total unfitness to
work was duly certified by his chosen physician whose certification must prevail over the palpably self-
serving and biased assessment of the company-designated physicians.

For their part, respondents countered that the fit-to-work findings of the company-designated
physicians must prevail over that of petitioner's independent doctor, considering that: (a) they were the
ones who continuously treated and monitored petitioner's medical condition; and (b) petitioner failed to
comply with the conflict-resolution procedure under the Philippine Overseas Employment
Administration-Standard Employment Contract (POEA-SEC).
 The Labor Arbiter (LA) and the NLRC gave more credence to the medical report of petitioner's
independent doctor and, thus, granted petitioner's disability claim; However, the CA disagreed with the
conclusions of the LA and the NLRC, and dismissed petitioner's complaint.

In its September 16, 2015 Decision, the Court upheld the CA's dismissal of petitioner's claim for
permanent total disability benefits, but ordered Dohle Seafront and Dohle Manning, jointly and
severally, to pay petitioner the income benefit arising from his temporary total disability which lasted
for 194 days from his repatriation on March 11, 2012 until his last visit to the company-designated
physician on September 21, 201217 (the date when he was declared fit to work)18 plus 10% of the total
amount of the income benefit as attorney's fees.

Dissatisfied, both parties filed their respective motions for reconsideration.

ISSUE: Whether the Corporate officers are also jointly and solidarily liable in this case.

RULING:

Yes. Section 10 of RA 8042, as amended, expressly provides for joint and solidary liability of
corporate directors and officers with the recruitment/placement agency for all money claims or
damages that may be awarded to Overseas Filipino Workers (OFWs). While a corporate director,
trustee, or officer who entered into contracts in behalf of the corporation generally. cannot be held
personally liable for the liabilities of the latter, in deference to the separate and distinct legal personality
of a corporation from the persons composing it, personal liability of such corporate director, trustee, or
officer, along (although not necessarily) with the corporation, may validly attach when he is made by a
specific provision of law personally answerable for his corporate action, as in this case. Thus, in the
recent case of Sealanes Marine Services, Inc. v. Dela Torre, the Court had sustained the joint and
solidary liability of the manning agency, its foreign principal and the manning agency's President in
accordance with Section 10 of RA 8042, as amended.

In addition, Dohle Seafront is presumed to have submitted a verified undertaking by its officers
and directors that they will be jointly and severally liable with the company over claims arising from an
employer-employee relationship when it applied for a license to operate a seafarer's manning agency, as
required under the 2003 POEA Rules and Regulations Governing the Recruitment and Employment of
Seafarers (POEA Rules).