G.R. No.

137592

December 12, 2001

ANG MGA KAANIB SA IGLESIA NG DIOS KAY KRISTO HESUS, H.S.K. SA BANSANG PILIPINAS,
INC.,petitioner,
vs.
IGLESIA NG DIOS KAY CRISTO JESUS, HALIGI AT SUHAY NG KATOTOHANAN, respondent.
YNARES-SANTIAGO, J.:
This is a petition for review assailing the Decision dated October 7, 1997 1 and the Resolution dated February 16,
19992 of the Court of Appeals in CA-G.R. SP No. 40933, which affirmed the Decision of the Securities and
Exchange and Commission (SEC) in SEC-AC No. 539.3
Respondent Iglesia ng Dios Kay Cristo Jesus, Haligi at Suhay ng Katotohanan (Church of God in Christ Jesus, the
Pillar and Ground of Truth),4 is a non-stock religious society or corporation registered in 1936. Sometime in 1976,
one Eliseo Soriano and several other members of respondent corporation disassociated themselves from the latter
and succeeded in registering on March 30, 1977 a new non-stock religious society or corporation, namedIglesia ng
Dios Kay Kristo Hesus, Haligi at Saligan ng Katotohanan.
On July 16, 1979, respondent corporation filed with the SEC a petition to compel the Iglesia ng Dios Kay Kristo
Hesus, Haligi at Saligan ng Katotohanan to change its corporate name, which petition was docketed as SEC Case
No. 1774. On May 4, 1988, the SEC rendered judgment in favor of respondent, ordering the Iglesia ng Dios Kay
Kristo Hesus, Haligi at Saligan ng Katotohanan to change its corporate name to another name that is not similar or
identical to any name already used by a corporation, partnership or association registered with the Commission. 5 No
appeal was taken from said decision.
It appears that during the pendency of SEC Case No. 1774, Soriano, et al., caused the registration on April 25, 1980
of petitioner corporation, Ang Mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus, H.S.K, sa Bansang Pilipinas. The
acronym "H.S.K." stands for Haligi at Saligan ng Katotohanan.6
On March 2, 1994, respondent corporation filed before the SEC a petition, docketed as SEC Case No. 03-94-4704,
praying that petitioner be compelled to change its corporate name and be barred from using the same or similar
name on the ground that the same causes confusion among their members as well as the public.
Petitioner filed a motion to dismiss on the ground of lack of cause of action. The motion to dismiss was denied.
Thereafter, for failure to file an answer, petitioner was declared in default and respondent was allowed to present its
evidence ex parte.
On November 20, 1995, the SEC rendered a decision ordering petitioner to change its corporate name. The
dispositive portion thereof reads:
PREMISES CONSIDERED, judgment is hereby rendered in favor of the petitioner (respondent herein).
Respondent Mga Kaanib sa Iglesia ng Dios Kay Kristo Jesus (sic), H.S.K. sa Bansang Pilipinas (petitioner
herein) is hereby MANDATED to change its corporate name to another not deceptively similar or identical
to the same already used by the Petitioner, any corporation, association, and/or partnership presently
registered with the Commission.
Let a copy of this Decision be furnished the Records Division and the Corporate and Legal Department
[CLD] of this Commission for their records, reference and/or for whatever requisite action, if any, to be
undertaken at their end.
SO ORDERED.7

Petitioner appealed to the SEC En Banc, where its appeal was docketed as SEC-AC No. 539. In a decision dated
March 4, 1996, the SEC En Banc affirmed the above decision, upon a finding that petitioner's corporate name was
identical or confusingly or deceptively similar to that of respondent's corporate name. 8
Petitioner filed a petition for review with the Court of Appeals. On October 7, 1997, the Court of Appeals rendered
the assailed decision affirming the decision of the SEC En Banc. Petitioner's motion for reconsideration was denied
by the Court of Appeals on February 16, 1992.
Hence, the instant petition for review, raising the following assignment of errors:
I
THE HONORABLE COURT OF APPEALS ERRED IN CONCLUDING THAT PETITIONER HAS NOT BEEN
DEPRIVED OF ITS RIGHT TO PROCEDURAL DUE PROCESS, THE HONORABLE COURT OF APPEALS
DISREGARDED THE JURISPRUDENCE APPLICABLE TO THE CASE AT BAR AND INSTEAD RELIED ON
TOTALLY INAPPLICABLE JURISPRUDENCE.
II
THE HONORABLE COURT OF APPEALS ERRED IN ITS INTERPRETATION OF THE CIVIL CODE
PROVISIONS ON EXTINCTIVE PRESCRIPTION, THEREBY RESULTING IN ITS FAILURE TO FIND THAT
THE RESPONDENT'S RIGHT OF ACTION TO INSTITUTE THE SEC CASE HAS SINCE PRESCRIBED
PRIOR TO ITS INSTITUTION.
III
THE HONORABLE COURT OF APPEALS FAILED TO CONSIDER AND PROPERLY APPLY THE
EXCEPTIONS ESTABLISHED BY JURISPRUDENCE IN THE APPLICATION OF SECTION 18 OF THE
CORPORATION CODE TO THE INSTANT CASE.
IV
THE HONORABLE COURT OF APPEALS FAILED TO PROPERLY APPRECIATE THE SCOPE OF THE
CONSTITUTIONAL GUARANTEE ON RELIGIOUS FREEDOM, THEREBY FAILING TO APPLY THE
SAME TO PROTECT PETITIONER'S RIGHTS.9
Invoking the case of Legarda v. Court of Appeals,10 petitioner insists that the decision of the Court of Appeals and
the SEC should be set aside because the negligence of its former counsel of record, Atty. Joaquin Garaygay, in
failing to file an answer after its motion to dismiss was denied by the SEC, deprived them of their day in court.
The contention is without merit. As a general rule, the negligence of counsel binds the client. This is based on the
rule that any act performed by a lawyer within the scope of his general or implied authority is regarded as an act of
his client.11 An exception to the foregoing is where the reckless or gross negligence of the counsel deprives the
client of due process of law. 12 Said exception, however, does not obtain in the present case.
In Legarda v. Court of Appeals, the effort of the counsel in defending his client's cause consisted in filing a motion
for extension of time to file answer before the trial court. When his client was declared in default, the counsel did
nothing and allowed the judgment by default to become final and executory. Upon the insistence of his client, the
counsel filed a petition to annul the judgment with the Court of Appeals, which denied the petition, and again the
counsel allowed the denial to become final and executory. This Court found the counsel grossly negligent and
consequently declared as null and void the decision adverse to his client.

The factual antecedents of the case at bar are different. Atty. Garaygay filed before the SEC a motion to dismiss on
the ground of lack of cause of action. When his client was declared in default for failure to file an answer, Atty.
Garaygay moved for reconsideration and lifting of the order of default. 13 After judgment by default was rendered
against petitioner corporation, Atty. Garaygay filed a motion for extension of time to appeal/motion for
reconsideration, and thereafter a motion to set aside the decision. 14
Evidently, Atty. Garaygay was only guilty of simple negligence. Although he failed to file an answer that led to the
rendition of a judgment by default against petitioner, his efforts were palpably real, albeit bereft of zeal. 15
Likewise, the issue of prescription, which petitioner raised for the first time on appeal to the Court of Appeals, is
untenable. Its failure to raise prescription before the SEC can only be construed as a waiver of that defense. 16 At any
rate, the SEC has the authority to de-register at all times and under all circumstances corporate names which in its
estimation are likely to spawn confusion. It is the duty of the SEC to prevent confusion in the use of corporate
names not only for the protection of the corporations involved but more so for the protection of the public. 17
Section 18 of the Corporation Code provides:
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 is 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.
Corollary thereto, the pertinent portion of the SEC Guidelines on Corporate Names states:
(d) If the proposed name contains a word similar to a word already used as part of the firm name or style of
a registered company, the proposed name must contain two other words different from the name of the
company already registered;
Parties organizing a corporation must choose a name at their peril; and the use of a name similar to one adopted by
another corporation, whether a business or a nonprofit organization, if misleading or likely to injure in the exercise
of its corporate functions, regardless of intent, may be prevented by the corporation having a prior right, by a suit for
injunction against the new corporation to prevent the use of the name. 18
Petitioner claims that it complied with the aforecited SEC guideline by adding not only two but eight words to their
registered name, to wit: "Ang Mga Kaanib" and "Sa Bansang Pilipinas, Inc.," which, petitioner argues, effectively
distinguished it from respondent corporation.
The additional words "Ang Mga Kaanib" and "Sa Bansang Pilipinas, Inc." in petitioner's name are, as correctly
observed by the SEC, merely descriptive of and also referring to the members, or kaanib, of respondent who are
likewise residing in the Philippines. These words can hardly serve as an effective differentiating medium necessary
to avoid confusion or difficulty in distinguishing petitioner from respondent. This is especially so, since both
petitioner and respondent corporations are using the same acronym H.S.K.;19 not to mention the fact that both are
espousing religious beliefs and operating in the same place. Parenthetically, it is well to mention that the acronym
H.S.K. used by petitioner stands for "Haligi at Saligan ng Katotohanan."20
Then, too, the records reveal that in holding out their corporate name to the public, petitioner highlights the
dominant words "IGLESIA NG DIOS KAY KRISTO HESUS, HALIGI AT SALIGAN NG KATOTOHANAN," which is
strikingly similar to respondent's corporate name, thus making it even more evident that the additional words "Ang
Mga Kaanib" and "Sa Bansang Pilipinas, Inc.", are merely descriptive of and pertaining to the members of
respondent corporation.21

Significantly, the only difference between the corporate names of petitioner and respondent are the wordsSALIGAN
and SUHAY. These words are synonymous both mean ground, foundation or support. Hence, this case is on all
fours with Universal Mills Corporation v. Universal Textile Mills, Inc.,22 where the Court ruled that the corporate
names Universal Mills Corporation and Universal Textile Mills, Inc., are undisputably so similar that even under the
test of "reasonable care and observation" confusion may arise.
Furthermore, the wholesale appropriation by petitioner of respondent's corporate name cannot find justification
under the generic word rule. We agree with the Court of Appeals' conclusion that a contrary ruling would encourage
other corporations to adopt verbatim and register an existing and protected corporate name, to the detriment of the
public.
The fact that there are other non-stock religious societies or corporations using the names Church of the Living God,
Inc., Church of God Jesus Christ the Son of God the Head, Church of God in Christ & By the Holy Spirit, and other
similar names, is of no consequence. It does not authorize the use by petitioner of the essential and distinguishing
feature of respondent's registered and protected corporate name. 23
We need not belabor the fourth issue raised by petitioner. Certainly, ordering petitioner to change its corporate name
is not a violation of its constitutionally guaranteed right to religious freedom. In so doing, the SEC merely
compelled petitioner to abide by one of the SEC guidelines in the approval of partnership and corporate names,
namely its undertaking to manifest its willingness to change its corporate name in the event another person, firm, or
entity has acquired a prior right to the use of the said firm name or one deceptively or confusingly similar to it.
WHEREFORE, in view of all the foregoing, the instant petition for review is DENIED. The appealed decision of the
Court of Appeals is AFFIRMED in toto.
SO ORDERED.
Davide, Jr., C .J ., Kapunan and Pardo, JJ ., concur.
Puno, J ., on official leave.