SEC En Banc Case No. 05-14-331 Comglasco Aguila Glass Corporation, Appellant - versus - Director Ferdinand B. Sales in his capacity as Director of the Company Registration and Monitoring Department of the Securities and Exchange Commission Appellee, Aguila Glass Co., Inc. Intervenor.

SEC Building, EDSA, Greenhills, Mandaluyong City Securities and Exchange Commission Republic of the Philippines Department of Finance Commission En Banc

COMGLASCO CORPORATION, AGUILA Appellant. GLASS

- versus --

DIRECTOR FERDINAND B. SALES, in his capacity as Director of the Company Registration and Monitoring Department Commission of. the Securities and Exchange Appellee, SEC En Banc Case No. 05-14-331

AGUILA GLASS CO., INC. Intervenor.

X

DECISION

appellant Comglasco Aguila Glass Corporation (Comglasco) praying that the Letters of appellee Director Ferdinand B. Sales of the Company Registration and Monitoring Department (CRMD) of the Commission dated 6 January 20142 and 14 April 20143 confirming the right of the Comglasco to enjoy and use its present corporate name. The Assailed Letters of Director Ferdinand B. Sales directed Comglasco to amend its Articles of Incorporation by changing its corporate name since it is confusingly similar to Aguila Glass Co. Inc. (Aguila). (Assailed Letters) be set aside, and, in lieu thereof, an order be issued affirming or Before the Commission is the Memorandum on Appeal' filed on 7 May 2014 by

Registration No. A200007822 with its principal office address located in Pasig City. Its primary purpose, among others, is to engage in the business of manufacturing glass products.4 Aguila incorporated with the Commission on 19 May 2000 under SEC

4 Reply Memorandum dated 19 May 2014, par. 6 and Annexes "3"" and "3-A" (Certificate of Incorporation 2 Id., Annex "A" (Letter of the CRMD dated 6 January 2014). 3 Id., Annex "B" (Letter of the CRMD dated 14 April 2014). Memorandum on Appeal dated 6 May 2014. and Articles of Incorporation of Aguila).

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glass products. s Registration No. 64731 with its principal office address located in Makati City. At the time of its incorporation, its registered name was CLEARLITE GLASS CORPORATION. Its primary purpose is also to engage in the business of manufacturing Comglasco incorporated with the Commission on 26 November 1975 under SEC

ANTECEDENT FACTS

Incorporation, effecting a change of its corporate name to COMMERCIAL GLASS CORPORATION from CLEARLITE GLASS CORPORATION.6 On 15 December 1988, the Commission approved its Amended Articles of

Incorporation, effecting another change of its corporate name to COMGLASCO CORPORATION from COMMERCIAL GLASS CORPORATION.7 On 4 October 1995, the Commission again approved its Amended Articles of

deceptively or confusingly similar to one already registered.8 Payment Confirmation was issued to Comglasco by the Commission certifying that the issued on the basis that the said corporate name appeared to be available at the time. CORPORATION to COMGLASCO AGUILA GLASS CORPORATION, a Reservation corporate name "COMGLASCO AGUILA GLASS CORPORATION" has been reserved from 3 November 2003 to 2 February 2004. Moreover, the appellee stated that it was However, it provides that Comglasco undertakes to change the corporate name in case another person or firm has acquired a prior right to the use of the said name or the same is Thereafter, pursuant to another change of its corporate name from COMGLASCO

among others, the following: executed by the Florante G. Aguila, who is the President of Comglasco, which provides. On 30 December 2003, an Affidavit of Undertaking to Change Name was

deceptively or confusingly similar to that of any existing corporation or to any contrary to existing laws."9 (Emphasis ours) acquired a prior right to the use of the said firm name by virtue of other name already protected by law or is patently deceptive, confusing or ITS CORPORATE NAME in the event another person, firm or entity has registration with other government agencies OR our name is identical or "That I, in behalf of [Comglasco], hereby UNDERTAKES TO CHANGE

9 Id., par. 5 and Annex "2 (Affidavit of Undertaking to Change Name executed on 30 December 2003). Reply Memorandum, par. 2. 7 Id, par. 3. : Id., par. 4 and Annex "1-A" (Reservation Payment Confirmation issued to Comglasco). 5 Memorandum on Appeal, Annex "C" (Amended Articles of Incorporation dated 19 January 2004).

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Incorporation, effecting again another change of its corporate name from COMGLASCO CORPORATION to COMGLASCO AGUILA GLASS CORPORATION.10 On 19 January 2004, the Commission approved its Amended Articles of

to same clientele.I the appellee, the former requested that Comglasco change its corporate name and remove the word "Aguila" therein since confusion might arise considering both companies cater In a Letter of the legal counsel of Aguila dated 19 September 2013 addressed to

to amend its Articles of Incorporation by changing its corporate name.12 However, 6 January 2014 which was received by the President of Comglasco on 30 January 2014.13 Comglasco failed to respond; and, in which case, the CRMD issued another Letter dated On 22 October 2013, the CRMD, in its Letter to the Comglasco, directed the latter

approval is the result of the failure of the computer system of the Commission to approval of the corporate name of Comglasco. The CRMD stated that the erroneous amend its Articles of Incorporation by changing its corporate name.14 recognize the prior registration of Aguila. Thus, the CRMD directed Comglasco to In the Letter dated 6 January 2014 of the CRMD, it informed him of the erroneous

directive to change its corporate name in its Letter dated 20 February 2014.1s In response, Comglasco, through its counsel, interposed its opposition to the

2014, that the directive to change its corporate name remains, and that it may appeal to the Commission En Banc the said directive.16 Thereafter, Comglasco was informed by the CRMD, in a Letter dated 14 April

Hence, this instant appeal.

to SEC Memorandum Circular No. 21, Series of 2013 (SEC MC 21-13); (iv) name is not confusingly similar with the corporate name of Aguila; (ii) Aguila does not have the exclusive right to the word "Aguila", considering it is a known and common surname and it is a generic or common term; (iii) "Comglasco" is a distinctive word which eliminates confusion, when such word is appended to the corporate name, pursuant In its Memorandum on Appeal, Comglasco argues the following: (i) its corporate

10 Id., par. 4 and Annex "1" (Certificate of Filing of Amended Articles of Incorporation dated 19 January 15 "Reply Memorandum, par. 12; and Memorandum on Appeal, par. 2.4 and Annex "D" (Letter of 16 Memorandum on Appeal, par. 2.5 and Annex "B" (Letter of the CRMD dated 14 April 2014). 1 Id., par. 8 and Annex "6 (Letter of the legal counsel of Aguila dated 19 September 2013). 13 Memorandum on Appeal, par. 2.2 and Annex "A" (Letter of CRMD dated 6 January 2014); and Reply 12 Id., par. 9 and 11; and Annex "6-a" (Letter dated 22 October 2013). 14 Memorandum, par. ii. Comglasco dated 20 February 2014). 2004 and issued to Comglasco)

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corporate name; (vi) the CRMD is barred by laches from directing it to change its Comglasco; (v) the fact that Aguila has not filed an opposition and/or complaint is a clear indication that it and its customers have never been aggrieved and/or misled by its corporate name considering that it has been more than ten (10) years lapsed since the its corporate name in the absence of any valid complaint or opposition filed by Aguila.17 "Comglasco" is the main, prevalent and essential feature of the corporate name of approval of the former's corporate name; and (vii) the CRMD cannot require it to change

the principle of estoppel and laches does not apply in the enforcement of a standing considering, among others, that both are located in the same geographical location; (ii) undertaking to change corporate name; and (iii) the Commission may motu propio enforce compliance of Comglasco with its undertaking to change its corporate name.18 corporate name of Comglasco is confusingly similar with the corporate name of Aguila In response, the appellee, in his Reply Memorandum, argues the following: (i) the

Comglasco additionally argues, among others, there is no likelihood of confusion of their office address is located in Pasig City.20 Commission admit attached Rejoinder Memorandum.19 In the Rejoinder Memorandum, Comglasco reiterates its arguments stated in its Memorandum on Appeal. However, corporate names, since Comglasco's office address is located in Makati City and Aguila's On 13 June 2014, Comglasco filed a Motion to Admit Rejoinder praying that the

dated May 6, 2014) (Motion to Intervene).21 Aguila attached its Ad Cautelam intervene in the instant case as a complainant-appellee. In its Comment/Opposition to Attached Ad Cautelam Comment/Opposition (to [Comglasco's] Memorandum on Appeal Memorandum on Appeal, Aguila states, among others, that it has a prior right over the use of the phrase "Aguila Glass". Moreover, it avers that Comglasco's corporate name two entities are identical, or at the very least affiliated with each other." Lastly, Aguila alleges that Comglasco frequently used the words "Aguila Glass" in most, if not all, of its establishments.2 Comment/Opposition (to [Comglasco's] Memorandum on Appeal dated May 6, 2014) (Comment/Opposition to Memorandum on Appeal) and prayed that it be allowed to "not only confuses the investing public, but also misleads them into believing that the On 5 March 2015, Aguila filed an Urgent Motion to Intervene and Admit

5, 2015 filed by Movant Aguila Glass Co. Inc.) (Comment/Opposition to Aguila's Motion to Intervene and Admit Attached Ad Cautelam Comment/Opposition dated March On 14 April 2015, Comglasco filed its Comment/Opposition (to the Urgent

19 Motion to Admit Rejoinder dated 10 June 2014. 22 Comment/Opposition to Memorandum on Appeal dated 5 March 2015, pars. 12, 16 and 17; and Annex 17 Id., pars. 4.1.3, 4.1.15, 4.1.14, 4.1.19, 4.2.2, and 4.3.2. 20 Rejoinder dated 30 May 2014, par. 1.4. 21 Motion to Intervene dated 5 March 2015. 18 Reply Memorandum dated 19 May 2014, pars. 19, and 26-30. "F" (Photographs of establishments of Comglasco which uses the words "Aguila Glass" prominently).

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Memorandum. Further, it avers that Aguila failed to establish any legal and factual basis as to why it should be allowed to intervene in the case. Thus, it prays that the Comglasco reiterates its arguments stated in its Memorandum on Appeal and Rejoinder Commission deny the Motion to Intervene and Comment/Opposition to Memorandum on Appeal filed by Aguila.23 Comment/Opposition).In its Comment/Opposition to Aguila's Comment/Opposition,

that it is a proper party to intervene, having a prior right to protect and at the same time, it finds itself in a situation that any adverse ruling by the Commission En Banc will be others, "that the intervention of Aguila, though unnecessary, is significant in the sense prejudicial to its interest".2 On 15 April 2015, appellee filed his Comment on the Intervention stating, among

Motion for Resolution was likewise filed by Aguila.25 September 2015 from Aguila praying for the immediate resolution of the case. Another On 3 September 2015, the Commission received a Motion for Resolution dated 2

MAIN ISSUE

its corporate name. The main issue to be resolved is whether Comglasco should be ordered to change

RULING

Procedural Issues

resolved first. Before we resolve the main issue in this case, the procedural issues must be

admitted considering that it is not among the prohibited pleadings provided under Section 3-6 of the 2006 Rules of Procedure of the Commission (Rules).26 Commission admit attached Rejoinder Memorandum, the Rejoinder Memorandum is As to the Motion to Admit Rejoinder filed by Comglasco praying that the

is allowed only when there is an action still pending with the Hearing Panel or Officer of As to the Motion to Intervene filed by Aguila, Comglasco argues that intervention

23 Comment/Opposition to Aguila's Comment/Opposition dated 14 April 2015 filed by Comglasco. 25 Motion for Resolution dated 1February 2016 and filed on even date. 24 Comment on the Intervention dated 31 March 2015 filed by the appellee. 26 The prohibited pleadings under Section 3-6 of the Rules are the following: (i) Motion to Dismiss; (ii) Leave to Amend Pleadings. Pleadings, Affidavits, or other Submission of Similar Intent; (vi) Motion to Declare Defendant in Default; (vii) Motion for Postponement and any other Motions of Similar Intent; and (viii) Motion for Motion for a Bill of Particulars; (iii) Motion for New Trial, Reconsideration of Judgment or Order, or Reopening of Trial; (iv) Petition for Relief from Judgment; (v) Motion for Extension of Time to File

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the Commission. However, Aguila's Comment/Opposition to Memorandum on Appeal by Aguila will not unduly delay or prejudice the adjudication of the rights of the original parties. Furthermore, Aguila may not have a right to protect its corporate name in a whether Comglasco's corporate name is deceptively or confusingly similar to that of the is admitted since it has a legal interest in the case pursuant to Section 2-3 of the Rules, considering that the main issue of this case is whether Comglasco's corporate name must be change for being confusingly similar to Aguila's corporate name. Further, intervention separate proceeding, since this case resolves whether it has a prior right to such name and former. In fact, in a Supreme Court case, the court allowed intervention even after a decision has been rendered by the lower court.27

Substantial Issue

name already protected by law or is patently deceptive, confusing or contrary to existing corporate name may be allowed by the Commission if the proposed name is identical or laws. Two requisites must be proven, to wit: (l) that the complainant corporation acquired a prior right over the use of such corporate name; and (2) the proposed name is corporation or to any other name already protected by law; or (c) patently deceptive, confusing or contrary to existing law.28 deceptively or confusingly similar to that of any existing corporation or to any other either: (a) identical or (b) deceptively or confusingly similar to that of any existing As to the main issue, Section 18 of the Corporation Code provides that no

the corporation and unfair competition, thereby opening the doors to fraud and pleasure the name of another corporation resulting in confusion, difficulty in identifying difficulties of administration and supervision.29 This provision seeks to avoid a situation wherein the corporation adopts at

First Requisite

by priority of adoption.30 We have consistently held that priority in the adoption and registration of a corporate name confers upon the registrant a vested right to the exclusive use thereof.31 use of a corporate name with freedom from infringement by similarity is determined With respect to the first requisite, it has been held that the right to the exclusive

29 Red Line Transit vs. Rural Transit, 60 Phil. 549. 31 Mechanical Handling Equipment Co. Inc. v. Mechanical Handling Engineer (Philippines), Inc., SEC-AC 27 Office of the Ombudsman v. Masing, et al., G.R. No. 165416, 22 January 2008. 28 Industrial Refactories Corporation of the Philippines v. Court of Appeals, et al., G.R. No. 122174, 3 30 Industrial Refactories Corporation of the Philippines v. Court of Appeals, et al., citing Philips Export No. 452, 5 December 1994. October 2002, citing Philips Export B.V., et al. v. Court of Appeals, et al., G.R. No. 96161, 21 February B. V., et al. v. Court of Appeals, et al., G.R. No. 96161, 21 February 1992 which cited i Thomson, p. 80 citing Munn v. Americana Co., 82 N., Eq. 63, 88 Atl. 30; San Francisco Oyster House v. Mihich, 75 Wash, 274, 134 Pac. 921. 992

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considering it registered with the Commission on 19 May 2000. On the other hand, even though Comglasco registered with the Commission on 26 November 1975 under the corporate name CLEARLITE GLASS CORPORATION, the Commission approved the amended corporate name of Comglasco on 19 January 2004, which is a date later than the registration of Aguila. Clearly, Aguila acquired a prior right over the corporate name since it registered the said corporate name almost four (4) years ahead of Comglasco. In the case at bar, Aguila acquired a prior right over the use of its corporate name

Second Requisite

Bank -- Thrift Bank v. BPI Family Bank,32 stated that, in determining the existence of mislead a person using ordinary care and discrimination. And even without such proof of actual confusion between the two corporate names, it suffices that confusion is probable confusing similarity in corporate names, the test is whether the similarity is such as to or likely to occur. As to the second requisite, the Supreme Court, in the recent case of GSIS Family

the corporate name of Aguila for the following reasons: (i) the addition of the distinctive word "Comglasco", pursuant to SEC MC 21-13, effectively eliminates any confusion complaint and/or opposition which indicates no person has been misled by the corporate from the mind of the public between it and Aguila, and that generic words such as "Aguila" or "Glass" cannot be exclusively used by the registrant; (ii) the dominant word in its corporate name is "Comglasco"; (iii) their respective office addresses are in different cities, considering its office address is located in Makati City while the office address of Aguila is located in Pasig City; (iv) the surname or personalized name "Aguila" may not be monopolized; and (v) neither Aguila nor its customers filed any name. In this case, Comglasco argues its corporate name is not confusingly similar with

confusing similarity 1st Argument of Comglasco as. to

probability or likelihood of confusion.SEC MC 21-13, particularly Sections 3(a) and (b) thereof, provides to wit: name of Aguila since the addition of the distinctive word "Comglasco", pursuant to SEC MC 21-13, effectively eliminates any confusion from the mind of the public between it and Aguila. However, contrary to the argument of Comglasco, the word "Comglasco" appended to its corporate name is not an effective differentiating medium to remove the Comglasco argues its corporate name is not confusingly similar with the corporate

32 G.R. No. 175278, 23 September 2015.

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corporate or partnership name registered with the Commission, or with the Department of Trade and Industry, in the case of a sole proprietorships. "3. a) The name shall not be identical, misleading or confusingly similar to a

If the proposed name is similar to the name of a registered corporation or partnership, the applicant shall add one or more distinctive words to the proposed to remove the similarity or differentiate it from the registered name.

However, the addition of one or more distinctive words shall not be allowed if the registered name is coined or unique unless the board of directors of the subject corporation gives its consent to the applied name." (Emphasis ours)

addition in the corporate name is not sufficient to satisfy the requirements of SEC MC 21-13 since "Aguila Glass" is a coined phrase and not a generic nor a descriptive term as argued by Comglasco. The word "Aguila", which is a Spanish word for "eagle", is for chocolate soda drink. Descriptive marks, on the other hand, convey the characteristics, function, qualities or ingredients of a product to one who has never seen it neither a generic word nor descriptive in relation to the word "Glass". In GSIS Family Bank - Thrift Bank, the Supreme Court stated that generic marks are commonly used as the name or description of a kind of goods, such as "Lite" for beer or "Chocolate Fudge" Or does not know it exists, such as "Arthriticare" for arthritis medication. In this case, it may be true that the word "Comglasco" is distinctive, but its

that appear to be random in the context of its use. They are generally considered to be easily remembered because of their arbitrariness. They are original and unexpected in relation to the products they endorse, thus, becoming themselves distinctive." The court further stated that arbitrary marks are "words or phrases used as a mark

bird that has very good eyesight and that kills other birds and animals for food.33 On the other hand, "Glass" is defined as a hard usually transparent material that is used for generic nor descriptive, which is merely suggestive35 and may properly be regarded as fanciful phrase."Aguila" is a Spanish word for eagle; an "eagle" is defined as a large making windows and other products.34 By definition, there can be no expected relation between the word "Aguila" or "eagle" and "Glass". In which case, the phrase "aguila or eagle glass" cannot be used to define an object; it is a COINED PHRASE, neither being arbitrary. Here, "Aguila Glass" is not a generic nor a descriptive term but rather a coined or

33 Miriam-Webster Online Dictionary, 2016 edition, last accessed on 13 March 2016. 35 In GSIS, the Court defined "Suggestive marks" as "marks which merely suggest some quality or 34 ingredient of goods. xxx The strength of the suggestive marks lies on how the public perceives the word in relation to the product or service.

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consented to the use of the words "Aguila Glass" pursuant to SEC MC 21-13, Comglasco cannot appropriate for its use in its corporate name such words. It must be noted that, considering the board of directors of Aguila has not

Ond Argument of Comglasco as to confusing similarity

dominant feature of its corporate name is "Comglasco", then it may drop the words However, both corporate names employ the dominant words "Aguila Glass" in their corporate names which is identical. The combination of the dominant words in the term which it is being used, such that the term is so closely identified with the entity set up by products, the dominant words "Aguila Glass" in their corporate name adequately describe the nature of their business. On the other hand, contrary to the argument of Comglasco that the dominant word in its corporate name is "Comglasco", the word "Comglasco" in the corporate name of Comglasco is not the dominant feature of its name since it does not described the nature of its business. Lastly, considering that Comglasco insists that the name of Aguila since the dominant word in its corporate name is "Comglasco". "Aguila Glass" creates a name that is so unique and distinctive in relation to the industry Aguila. Considering that they are engaged in the business of manufacturing glass "Aguila Glass" from its corporate name. Comglasco argues its corporate name is not confusingly similar with the corporate

3d Argument of Comglascoasto confusing similarity

is located in Pasig City. However, contrary to the argument of Comglasco, it must be Region or Metro Manila and in close geographical proximity from one another. corporate name of Aguila since their respective office addresses are in different cities, considering its office address is located in Makati City while the office address of Aguila noted that both companies are still located within the National Capital Region or Metro Manila. In fact, Makati City and Pasig City are in close geographical proximity to each other. Thus, the clientele of Aguila are likely to be misled by the business operations of Comglasco considering that their principal office is located within the National Capital Comglasco argues that its corporate name is not confusingly similar with the

factors in determining the existence of confusing similarity in corporate names. In the T.D. & S Hope Christian Academy Foundation, Inc. is confusingly similar to that of the engaged in the same line of business, particularly the operation of education institutions, in the same city and serve the same clientele." case of T.D. & S Hope Christian Academy Foundation, Inc. v. Hope Christian Academy Foundation, Inc.36, the Commission stated that "there is no doubt that the corporate name corporate name of Hope Christian Academy Foundation, Inc. For one, both [parties] are It must be pointed out that the line of businesses and location of entities are major

36 SEC En Banc Case No. 07-10-206.

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In this case, confusing similarity will again likely occur such as to mislead a

but both companies are engaged in the same line of business. As stated in the primary purpose in the Articles of Incorporation of both companies, it provides that both person since, not only both are located in the National Capital Region or Metro Manila. companies are to engage in the business of manufacturing glass products.

confusing similarity 4th Argument of Comglasco asto

monopolized, and cites a Supreme Court case37 to support its argument. The Supreme another corporation. the personal name or surname that may not be monopolized as a trademark or tradename MC 21-13, as amended by SEC MC 08-15, does not mention that a personal name or above stated, it is the coined phrase "Aguila Glass" that cannot be appropriated by Court in that case stated that "a personal name or surname may not be monopolized as a as stated in the case, and the said case did not refer to a corporate name. Moreover, SEC surname may not be exclusively appropriated in the adoption of a corporate name. As trademark or tradename as against others of the same name or surname." However, it is Comglasco argues that a personal name or surname such as "Aguila" cannot be

5 th Argument of Comglasco as to confusing similarity

corporations involved but more so for the protection of the public. 38 In which case, no opposition which indicates no person has been misled by the corporate name. However, 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 Commission to prevent confusion in the use of corporate names not only for the protection of the the Supreme Court case, in the case entitled "Ang Mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus, H.S.K. Sa Bansang Pilipinas, Inc. vs. Iglesia ng Dios Kay Cristo Jesus, Haligi at Suhay ng Katotohanan", stated that the Commission has the authority to de- complaint is necessary considering that the Commission has the authority to de-register at all times and under all circumstances corporate names which is likely to spawn confusion. Comglasco argues neither Aguila nor its customers filed any complaint and/or

September 2013 requesting Comglasco to change its corporate name since confusion CRMD to direct Comglasco to change its corporate name in its Assailed Letters dated 6 might arise considering both companies cater to same clientele. Such filing led the In fact, Aguila already instituted the case upon the filing of its Letter dated 19

3% Ang Mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus, H.S. K. Sa Bansang Pilipinas, Inc. vs. Iglesia ng 37 Emerald Garment Manufacturing Corporation v. Court of Appeals, G.R. No. 100098, 2 December 1995. Dios Kay Cristo Jesus, Haligi at Suhay ng Katotohanan, G.R. No. 137592, 12 December 2001.

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January 2014 and 14 April 2014. Moreover, during the pendency of this instant appeal. Aguila filed the Motion to Intervene attaching its Comment/Opposition to Memorandum on Appeal, on 5 March 2015; Aguila claims that the use of the phrase "Aguila Glass" by Comglasco will cause confusion and will mislead the public into believing that the two (2) entities are identical. Thus, it is not correct for Comglasco to argue that Aguila has filed a complaint or opposition.

Estoppel nor Laches applies

Comglasco, under the principle of estoppel and laches. It claims that ten (10) years has already lapsed since the approval of the Commission of its corporate name. Undertaking to Change Name executed by the Florante G. Aguila, who is the President of Comglasco argues that the Commission can no longer enforce the Affidavit of

even if there was an erroneous approval of the corporate name of Comglasco committed by the CRMD. In a recent Supreme Court case,39 the court stated: However, the principal of estoppel and laches does not apply to the Commission

special cases where the interests of justice clearly require it." (Emphasis ours) "The general rule is that the State cannot be put in estoppel by the mistakes defeat the effective operation of a policy adopted to protect the public. They or errors of its officials or agents. Indeed, like all general rules, this is also subject to exceptions. Estoppel should not be invoked except in a rare and unusual circumstance. It may not be invoked where they would operate to must be applied with circumspection and should be applied only in those

Comglasco since the Commission cannot be put in estoppel by mistakes such as the estoppel. Section 18 of the Corporation Code prohibits the adoption of a corporate name that is identical or deceptively or confusingly similar to that of any existing corporation. the Commission cannot authorize Comglasco to use its corporate name since it is already in violation of a law, i.e., Section l8 of the Corporation Code, considering it is confusingly similar to the corporate name of Aguila, as above-stated. erroneous approval of the corporate name. Further, the erroneous approval by the CRMD is not a rare and unusual circumstance for estoppel to be invoked since the operation of a public policy adopted to protect the public would be defeated by the invocation of Thus, estoppel cannot give validity to an act that is prohibited by law.40 In other words, As can be seen, estoppel and laches cannot be interposed in this case by

event another entity acquired a prior right to the use of such name or is confusingly Aguila, who is the president of Comglasco, executed an Affidavit of Undertaking to Change Name, in behalf of the company, undertaking to change its corporate name in the Lastly, estoppel cannot be interposed against the Commission since Florante G.

39 The City of Davao, Represented by the City Treasurer of Davao City v. The Intestate Estate of Amado S. 40 Vide Ouano v. Court of Appeals, 446 Phil. 690, (2003). Dalisay, represented by Special Administrator Atty. Nicasio B. Paderna, G.R. No. 207791, 15 July 2015.

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similar to that of any existing corporation. As correctly pointed out by the appellee, the fails to comply with its undertaking to change its corporate name. undertaking, which is an agreement with the Commission and Comglasco, remains valid and effective during the entire life of the latter. The agreement is breached if Comglasco

words "AGUILA GLASS" therein, and amending its Articles of Incorporation.The appellant is directed to file a compliance report within the said 30-day period. Failure to comply constitutes CONTEMPT which will be punished accordingly, and may be a ground for the REVOCATION of the appellant's Certificate of Incorporation. Appellant COMGLASCO AGUILA GLASS CORPORATION is hereby DIRECTED TO CHANGE OR MODIFY its corporate name by excluding and/or dropping the WHEREFORE, premises considered, the instant appeal is hereby DENIED.

Monitoring Department for proper notation and action. Let a copy of this Decision be furnished to the Company Registration and

SO ORDERED.

Mandaluyong City, 31 May 2016.

TERESITA J. HERBOSA Chairperson

MANUE Commissioner ERTO B.GAITE ANTONIETA F.IBE Uaanels Commissioner MpxU

1Wwt EPHYRO LUIS B.'AMATONG Commissioner BLAS JAMES G.VITERBO * Commissioner

*On Leave