Lyceum of the Philippines Inc

vs.
CA, Lyceum of Aparri/ Cabagan/ Camalaniugan/
Lallo/ Tuao, Buhi Lyceum, Central Lyceum of
Catanduanes, Lyceum of Central Phil, Lyceum
of Eastern Mindanao, Western Pangasinan
Lyceum
(GR 101987, Mar 5 1993) Feliciano, J.
FACTS:
Petitioner is an educational institution registered with the SEC and has
been using the name Lyceum since 1950
Later, it instituted an action and won before the SEC to order Lyceum of
Baguio (another education institution) to change its name because
its name is similar to petitioner
Armed with the SEC order, petitioner sought to commence the same
action against all other Philippine schools it could find using the name
Lyceum which the SEC granted
On appeal by the other schools to SEC, judgment was reversed
On appeal to CA, the SEC decision was sustained hence this present
petition
ISSUE:
Should the other schools with Lyceum in its name be compelled by the
SEC to change their names?

RULING:
NO, confusion and deception are effectively precluded by the appending of
geographical names to the word Lyceum (generic term to denote a school)
Sec 18, Corporation Code: No corporate name may be allowed by the SEC if the
proposed name is identical or deceptively or confusingly similar to that of
any existing corporation
DOCTRINE OF SECONDARY MEANING - petitioner failed to present
evidence that the name Lyceum acquired secondary meaning in its favor
Word/s incapable of exclusive appropriation, because geographically or
otherwise descriptive, might have been used so long and so exclusively by one
producer
 Reynaldo M. Lozano
vs.
Hon. Eliezer R. De Los Santos, Presiding Judge
RTC Br. 58 Angeles City, and Antonio Anda (G.R.
No. 125221,June 19 1997) Puno, J.
FACTS:
Lozano - president of the KAMAJDA
Anda - president of the SAMAJODA
Lozano and Andaagreed to consolidate their associations and form the
UMAJODA. They agreed to elect one set of officers with sole authority to
collect the daily dues from the members
Both Lozano and Anda ran for president. Lozano won. Anda protested
Lozano filed for damages against respondent Anda before theMCTC (since the
UMAJODA was not yet registered with SEC)
Anda moved to dismiss the complaint for lack of jurisdiction claiming that
jurisdiction was lodged with the SEC
MTC: denied Anda
TC: found the dispute to be intracorporate, hence, subject to the jurisdiction of
the SEC, and ordered the MCTC to dismiss
ISSUE:
Whether UMAJODA is already in existence, thus making the dispute between
Lozano and Anda intracorporate subject to the jurisdiction of SEC

RULING:
NO. No intracorporate relation between parties.UMAJODA was still a
proposal not yet approved by SEC; not yet submitted their articles of
consolidation (Sec. 78-79 of the Corporation Code)
Consolidation becomes effective not upon mere agreement of the members but
only upon issuance of the certificate of consolidation by the SEC.
When the SEC is satisfied that the consolidation of the corporations is not
inconsistent with the provisions of the Corporation Code and existing laws,
it issues a certificate of consolidation which makes the reorganization official.
Corporation by estoppel is not applicable since there is no third person
involved
 JF Ramirez
vs.
The Orientalist Co, Ramon Fernandez
(GR 11897, Sept 24 1918) Street, J.
FACTS:
Orientalist, a domestic operator of theaters in Manila, wanted to seek the
exclusive agency to show clair and Milano films in Manila
These film marks were marketed by JF Ramirez (Paris resident) hence
Orientalist conducted business with him thru his son, Jose (Manila
resident)
Jose delivered an offer in Orientalist which was represented by Fernandez
(one of the board directors and treasurer)
Fernandez signed the offer twice as treasurer and in his personal
capacity
After the films arrived, Orientalist failed to pay the total amount of the films.
JF Ramirez sued Orientalist Co. and Fernandez for the sum of money.

ISSUE:
Whether Orientalist Co. is liable for the acts of its treasurer, Fernandez
RULING:
YES. The power to make corporate contracts resides primarily in the
company's board of directors; but the board may ratify an unauthorized
contract made by an officer of the corporation.
In this case, ratification occurred when the board, with knowledge that the
contract had been made, adopted a resolution recognizing the existence of the
contract and directing that steps be taken to enable the corporation to utilize
its benefits
 UCPB
vs.
Planters Product Inc, Janet Layson, Gregory Grey
(GR 179015, June 13 2012) Abad, J.
FACTS:
Layson bought fertilizers from Planters which were payable from the proceeds
of a loan she secured from UCPB
This promise to pay was contained in a UCPB promissory note executed by
Layson and signed by UCPB branch manager Grey
Layson and Grey replicated this scheme twice and withdrew all proceeds
from the loans instead of paying Planters
Later, Planters presented the documents to UCPB which denied payment
According to UCPB, the documents were non-negotiable and that Greys act of
guaranteeing the loans were prohibited by the General Banking Act
On trial, only Layson and Grey were held primarily and subsidiarily liable to
pay Planters
On appeal to CA, UCPB was held jointly and severally liable with Layson
ISSUE:
Whether UCPB may be held liable in a transaction entered into by its branch
manager who has no authority to do so and in connivance with a client

RULING:
NO, the grant/guarantee of branch manager Grey was made in his personal
capacity thus UCPB cannot be held liable
GENERAL RULE: Corporations are liable to innocent third persons
where it knowingly permits its officer, or any other agent, to perform
acts within the scope of his general or apparent authority, holding
him out to the public as possessing power to do those acts
EXCEPTION: The officer/agent was acting in his personal capacity
In Re: Giant Portland Cement Co
(21 A.2d 697, Del. Ch. 1941)
FACTS:
William Brown and Katherine Murray, owners of common stocks of Giant
Portland Cement, are assailing the validity of the election of the corporations
directors held on Feb 24 1941
The voting power in the corporation was vested in common stocks which
numbered 282K shares but only 214K participated in the election
They argue that some voting stocks were improperly included in the counting
of votes because the General Corporation Law prohibits the voting of a
transferred stock after the transfer books have been closed 20 days prior to the
election of directors
Giant Portlands transfer books were indeed closed on Feb 4 1941 (20 days
before) but it did not prevent stockholders-of-record to transfer theirs
shares
These transfers allowed transferees to participate in the election by voting
as proxy
ISSUE:
Whether the transferred, unrecorded shares may participate in the election

RULING:
YES, this case is an exception to the rule laid out in the General Corporation
Law (Sec 17, para 1)
Although only stockholders-of-record are the only entitled parties to
participate in an election after the closure of books, they may, by proxy,
allow unrecorded transferees to vote in their behalf (Sec 17, para 2, 3, 4)
The right to vote shares of corporate stock, having voting powers, has always
been incident to its legal ownership
As between the stockholder-of-record and the unrecorded transferee, legal
title passes notwithstanding
As between the unrecorded transferee and the corporation, there is no
privity of contract between them until the transfer is recorded
A real novation, whereby a new contract between the mere holder of the
certificate and the corporation is substituted for the prior contract of the
record owner, can only be brought about by complying with the corporate
regulation relating to transfers of stock