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Red Line Transport vs.

Rural Transit
Red Line Transportation Co. vs. Rural Transit Co.
GR No. 41570 | Sept. 6, 1934

Facts:
This is a petition for review of an order of the Public Service Commission granting
to the Rural Transit Company, Ltd., a certificate of public convenience to operate a
transportation service between Ilagan in the Province of Isabela and Tuguegarao in
the Province of Cagayan, and additional trips in its existing express service between
Manila Tuguegarao.
On June 4, 1932, Rural Transit filed an application for certification of a new
service between Tuguegarao and Ilagan with the Public Company Service
Commission (PSC), since the present service is not sufficient
Rural Transit further stated that it is a holder of a certificate of public
convenience to operate a passenger bus service between Manila and Tuguegarao
Red Line opposed said application, arguing that they already hold a certificate of
public convenience for Tuguegarao and Ilagan, and is rendering adequate service.
They also argued that granting Rural Transits application would constitute a ruinous
competition over said route
On Dec. 21, 1932, Public Service Commission approved Rural Transits
application, with the condition that "all the other terms and conditions of the various
certificates of public convenience of the herein applicant and herein incorporated
are made a part hereof."
A motion for rehearing and reconsideration was filed by Red Line since Rural
Transit has a pending application before the Court of First Instance for voluntary
dissolution of the corporation
A motion for postponement was filed by Rural Transit as verified by M. Olsen who
swears "that he was the secretary of the Rural Transit Company, Ltd
During the hearing before the Public Service Commission, the petition for
dissolution and the CFIs decision decreeing the dissolution of Rural Transit were
admitted without objection
At the trial of this case before the Public Service Commission an issue was raised
as to who was the real party in interest making the application, whether the Rural
Transit Company, Ltd., as appeared on the face of the application, or the Bachrach
Motor Company, Inc., using name of the Rural Transit Company, Ltd., as a trade
name
However, PSC granted Rural Transits application for certificate of public
convenience and ordered that a certificate be issued on its name
PSC relied on a Resolution in case No. 23217, authorizing Bachrach Motor to
continue using Rural Transits name as its tradename in all its applications and
petitions to be filed before the PSC. Said resolution was given a retroactive effect as
of the date of filing of the application or April 30, 1930
Issue: Can the Public Service Commission authorize a corporation to assume the
name of another corporation as a trade name?
Ruling: NO

The Rural Transit Company, Ltd., and the Bachrach Motor Co., Inc., are Philippine
corporations and the very law of their creation and continued existence requires
each to adopt and certify a distinctive name
The incorporators "constitute a body politic and corporate under the name
stated in the certificate."
A corporation has the power "of succession by its corporate name." It is essential
to its existence and cannot change its name except in the manner provided by the
statute. By that name alone is it authorized to transact business.
The law gives a corporation no express or implied authority to assume another
name that is unappropriated: still less that of another corporation, which is
expressly set apart for it and protected by the law. If any corporation could assume
at pleasure as an unregistered trade name the name of another corporation, this
practice would result in confusion and open the door to frauds and evasions and
difficulties of administration and supervision.
In this case, the order of the commission authorizing the Bachrach Motor Co.,
Incorporated, to assume the name of the Rural Transit Co., Ltd. likewise
incorporated, as its trade name being void. Accepting the order of December 21,
1932, at its face as granting a certificate of public convenience to the applicant
Rural Transit Co., Ltd., the said order last mentioned is set aside and vacated on the
ground that the Rural Transit Company, Ltd., is not the real party in interest and its
application was fictitious
pison-arceo agricultural and development corp vs nlrc
279 SCRA 312 Business Organization Corporation Law Suit Under a Corporate
Name
In 1988, a labor case for illegal dismissal was filed against Jose Edmundo Pison and
Hacienda Lanutan. The labor arbiter issued a favorable for the dismissed workers.
Pison appealed and the National Labor Relations Commission (NLRC) affirmed the
labor arbiter. However, in the NLRC ruling, it ordered Pison-Arceo Agricultural and
Development Corporation (PADC) as solidarily liable together with Pison and the
Hacienda, PADC being the owner of the Hacienda and in which Pison is a majority
stockholder. PADC assails the order of the NLRC on due process grounds as it
averred that it was not issued summons hence it was not able to defend itself in
court and therefore the judgment against it is void.
ISSUE: Whether or not the contention of PADC is correct.
HELD: No. The Supreme Court emphasized that in labor cases and other
administrative cases, the Rule of Civil Procedure are not strictly applied especially
so in the interest of laborers. So long as there is a substantial compliance, a party
can be placed under the jurisdiction of the labor court. In the case at bar, there is
substantial compliance when summons was served to Jose Edmundo Pison who was
also the administrator of the Hacienda. PADC is therefore adequately represented
by Pison in the proceedings in the labor tribunal. If at all, the non-inclusion of the
corporate name of PADC in the case before the executive labor arbiter was a mere
procedural error which did not at all affect the jurisdiction of the labor tribunals.

PHILIPPINE FIRST INSURANCE COMPANY, INC vs - MARIA CARMEN


HARTIGAN, CGH, and O. ENGKEE, G.R. No. L-26
(!"F A C T S )
According to the complaint, petitioner was originally organized as an insurance
corporation under the name of 'The Yek Tong Lin Fire and Marine Insurance
o!, Ltd!' The complaint alleges that the petitioner doing "usiness under
the name of 'The Yek Tong Lin Fire and Marine Insurance o!, Lt!' signed
as co#maker together with respondent Maria armen $artigan, %$, a
promissory note for &,(((!(( in fa)or of the hina *anking orporation!
+espondent signed an indemnity agreement in fa)or of the petitioner! +espondent
failed to pay on the promissory note! $hence petitioner filed a complaint for
indemnity against respondent! *y way of special defense, respondents claim that
there is no pri)ity of contract "between the plaintiff a n d t h e r e s p o n d e n t s a n d
c o n s e q u e n t l y , t h e p l a i n t i ff h a s n o c a u s e o f a c t i o n a g a i n s t t h e m ,
considering that the complaint does not allege that the plaintiff and the
'Yek Tong Lin Fire and Marine Insurance o!, Ltd!' are one and the same or
that the plaintiff has acuired the rights of the latter!
T h e w h o l e c a s e , h o w e v e r, r e v o l v e s a r o u n d o n l y o n e
q u e s t i o n . M a y a P h i l i p p i n e corporation change its name and still
retain its original personality and individuality as such?
RULING)
It can "be gleaned at once that -ection ./ of the orporate ode
does not only authorize corporations to amend their charter0 it
a l s o l a y s d o w n t h e p r o c e d u r e f o r s u c h amendment0 and, what is more
rele)ant to the present discussion, it contains pro)isos restricting the power to
amend when it comes to the term of their e1istence and the increase or decrease of
the capital stock! There is no prohi"ition therein against the change of
name! The inference is clear that such a change is allowed, for if the legislature
had intended to en2oin corporations from changing names, it would ha)e e1pressly
stated so in this section or in any other pro)ision of the law!
An authorized change in the name of a corporation has no more effect upon its
identity as a corporation than a change of name of a natural person has upon his
identity! It does not affect the rights of the corporation or lessen or add to its
o"ligations! After a corporation has eff ected a change in its name it should
sue and "e sued in its new name !!!! 3.4 Am! 5ur! 678#677, citing cases!
91 1 1 An authorized change in the name of a corporation has no more effect upon
its identity as a corporation than a change of name of a natural person has upon his
identity! It does not affect the rights of the corporation or lessen or add to its
o"ligations! After a corporation has eff ected a change in its name it should
sue and "e sued in its new name !!!! 3.4 Am! 5ur! 678#677, citing cases!
9 A mere change in the name of a corporation, either "y the legislature or "y the
corporators or stockholders under legislati)e authority, does not, generally
speaking, aff ect the identity of the corporation, nor in any way aff ect the
rights, pri)ileges, or o"ligations pre)iously ac uired or incurred "y it! Indeed,
it has "een said that a change of name "y a corporation has no more effect upon
the identity of the corporation than a change of name "y a natural person
has upon the identity of such person! The corporation, upon such change

in its name, is in no sense a new corporation, nor the successor of the


original one, "ut remains and continues to "e the original corporation! It is
the same corporation with a diff erent name, and its character is in no
respect changed! !!! 38 Fletcher, yclopedia of the Law of &ri)ate orporations,
66:#66, citing cases!9
The change in the name of a corporation has no more eff ect upon its
identity as a corporation than a change of name of a natural person has
upon his identity! It does not aff ect the rights of the corporation, or lessen or
add to its obligations
U Y S I U L I O N G , M A R I A N O L I M J A P, G A C U U N G J I E N G ,
E D I L B E R T O C A L I X T O a n d U Y C H O YEE, petitioners, vs. THE
DIRECTOR OF COMMERCE AND INDUSTRY,
respondent.
FACTS: The purpose of this action is to obtain the writ of mandamus to require the
respondent to file and
register ,u p o n t h e p a y m e n t o f t h e l a w f u l f e e , a r t i c l e s o f
i n c o r p o r a t i o n , a n d t o i s s u e t o t h e p e t i t i o n e r s a s t h e incorporators of a
certain corporation to be known as "Siuliong y Compaia, Inc.," a certificate under
the seal of the office of said respondent, certifying that the articles of incorporation
have been duly filed andregistered in his office in accordance with the law. That
prior to the presentation of the petition, petitionersassociated together as partners,
which partnership was known as "mercantil regular colectiva, under thename of
"Siuliong y Cia.;" Petitioners have been members of said partnership of "Siuliong y
Cia.," desiredto dissolve the partnership and to form a corporation composed of the
same persons as incorporators, tobe known as "Siulong y Compaia,
Incorporada;" That the purpose of said corporation, "Siuliong y Cia.,Inc.,"
is to acquire the business of the partnership theretofore known as Siuliong
& Co., and to continuesaid business with some of its objects or purposes; An
examination of the articles of incorporation of thesaid "Siuliong y Compaia,
Incorporada" (Exhibit A) shows that it is to be organized for the purchase ands a l e ,
i mp ortati on an d exp ortati on , of th e p rod u cts of the cou n try as wel l
a s o f f o r e i g n c o u n t r i e s ; To discount promissory notes, bills of exchange, and
other negotiable instruments; The purchase and sale of bills of exchange, bonds,
stocks, or joint account of mercantile and industrial associations and of all classesof
mercantile documents; commissions, consignments;"xxx.. The respondent
contends (
a
) t h a t t h e proposed articles of incorporation presented for file and registry
permitted the petitioners to engage in abusiness which had for its end more
than one purpose; (
b
) that it permitted the petitioners to engage inthe banking business, and (
c
) to deal in real estate, in violation of the Act of Congress of July 1, 1902.
Thepetitioners, insisted that said proposed articles of incorporation do not permit it
to enter into the bankingb u s i n e s s n o r t o e n g a g e i n t h e p u r c h a s e a n d

sal e of re al e state i n vi ol ati on of sai d Act of Cong re ss, e x p r e s s l y


renounced in open court their right to engage in such
b u s i n e s s u n d e r t h e i r a r t i c l e s o f incorporation, even though said
articles might be interpreted in a way to authorize them to so to do.ISSUE : Whether
or not a corporation organized for
commercial purposes
in the Philippine Islands can beorganized for more than one purpose?HELD:
YES.
Considering the purposes and objects of the proposed articles of
incorporation which areenumerated, we are of the opinion that it contains
nothing which violates in the slightest degree any of theprovisions of the laws of
the Philippine Islands, and the petitioners are, therefore, entitled to have
sucha r t i c l e s o f i n c o r p o r a t i o n
filed
and
registered
as prayed for by them and to have issued to thema
certificate
under the seal of the office of the respondent, setting forth that such articles of
incorporationhave been duly filed in his office. (Sec. 11, Act No. 1459.) Therefore,
the petition prayed for is hereby granted, and without any finding as to costs, it is
so ordered.