FIRST DIVISION

[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.

DECISION
YNARES-SANTIAGO, J.:

This is a petition for review assailing the Decision dated October 7, 1997 [1] and the Resolution dated
February 16, 1999[2] 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, named Iglesia 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 respondents 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. Petitioners 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 INTEPRETATION 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 PETITIONERS 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 clients 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 petitioners 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
words SALIGAN 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., (Chairman), Kapunan, and Pardo, JJ., concur.