REPUBLIC OF THE PHILIPPINES

SECURITES AND EXCHANGE COMMISSION

OFFICE OF THE LEGAL COUNSEL
Mandaluyong City
PROMO WORKS, INC.,
Petitioner,
- versus -

SEC. Case No. _____________

2/11 PROMOWORKS
MARKETING, INC.
Respondent.
x ---------------------------------x
PETITION
(To Compel Respondent to Change Its Corporate
Name)
-----------------------------------------------------------Petitioner
PROMO
WORKS,
INC.,
throughthe
undersigned counsel and unto this Securities and Exchange
Commission (SEC for brevity), most respectfully states
that:
I
PREFATORY STATEMENT
This petition seeks to compel the respondent to change
its corporate name and be barred from using the same on
the ground that respondents corporate name causes
confusion among its customers / clients, as well as the
public, under Section 18 of the Corporate Code which
provides that:
Section 18.
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, confusingly or
contrary to existing laws.
When the
change in the corporate name is approved,
the Commission shall issue an amended
certificate
of
incorporation
under
the
amended name. (Emphasis added)
Petitioner was incorporated and registered under the
corporate name of Promo Works, Inc. on March 28, 2003.
From the time of its incorporation until the present, Petitioner
has remained in continuous commercial use of the corporate
name of Promo Works, Inc.
On the other hand, despite the fact that Respondents
corporate name is deceptively and confusingly similar to
Petitioners corporate name that was previously used in
commerce and registered with this Honorable Commission,
Respondent was able to incorporate using its deceptively
and confusingly similar corporate name on 05 April 2005, or
more than two (2) years after the Petitioner incorporated and
started using the corporate name of Promo Works, Inc.
II.
THE PARTIES
1.
Petitioner Promo Works, Inc. (Petitioner) is a
corporation duly organized and existing under and by virtue
of the laws of the Republic of the Philippines, with principal
office address at # 17 Payapa Street, Barangay Plainview,
Mandaluyong City. Petitioner may be served with summons
and other legal processes of this Honorable Office though
the undersigned counsel at its address stated below.
Copies of the Certificate of Incorporation and the
Articles of Incorporation are hereto attached as Annexes A
and B and made integral parts hereof.
2. Respondent 2/11 Promoworks Marketing, Inc. (Respondent)
is a corporation duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with
office address at 2/F, 373 Warehouse 1, Boni Ave., Barangay
Malamig, Mandaluyong City, where it may be served with
summons and other legal processes of this Honorable Office.

Copies of respondents Certificate of Incorporation and

Articles of Incorporation as well as the Certificate of Filing of
the Amended Articles of Incorporation and the Amended
Articles of Incorporation are hereto attached as Annexes C
to F respectively and made integral parts hereof.
III
STATEMENT OF FACTS
3.

Petitioner was incorporated on March 28, 2003 with the

Securities and Exchange Commission (SEC) and issued
Company Registration No. CS200307683. Petitioners
primary purposes are the following:
a)
To act as a marketing services consultant.
b)
To engage in business related to the above activity
such as manpower management and services.

4. Shortly after its incorporation,petitioner was and has been

engaged as a i) marketing services consultant, and ii)
manpower management services, using its registered
corporate name Promo Works, Inc..
5. To date, petitioner has been doing business under its
registered corporate name Promo Works, Inc. for more
than twelve (12) years already. It has been functioning as a
marketing service consultant and manpower management
services consistently using the name and known as Promo
Works, Inc.
6. Petitioner has done business with multi-national companies
such as Unilever Philippines and The Hershey Company, to
name a few.
A copy of the Affidavit of Ms. Leilanie Vivas, petitioners
Corporate Secretary, attesting to the foregoing facts showing
Petitioner has been engaged in business with them using its
registered corporate name Promo Works, Inc. for at least
12 years, is attached hereto as Annex G and made an
integral part hereof.
7. Petitioner has been entering, and continues to enter, into
contracts with multinational companies since 2003. After
more than 12 years petitioner has already earned significant
and extensive goodwill in the Philippines promoting products
under its registered corporate name Promo Works, Inc.

8. It was recently brought to Petitioners attention that on April

5, 2005, this Honorable Commission approved the
incorporation of respondent under the corporate name 2/11
Promoworks Marketing, Inc.
9. As provided for in its Articles of Incorporation, respondents
purposes are :
a)
To act as a marketing services consultant.
b)
To engage in business related to the above activity
such as manpower management and services.
10.
In addition, respondent is actively engaged in the same
line of business as that of the petitioner particularly insales
promotion and communication (advertising agency), and
providing manpower resources.
11.
Hence, the filing of this Petition to Compel the
Respondent to Change its Corporate Name.
IV
GROUND IN SUPPORT OF THIS PETITION
THE APPROVAL OF THE RESPONDENTS
CORPORATE NAME IS CONTRARY TO
SECTION 18 OF THE CORPORATION
CODE.
V
DISCUSSIONS/ARGUMENTS
12. Section 18 of the Corporation Code provides:
Section 18.
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, confusingly or
contrary to existing laws.
When the
change in the corporate name is approved,
the Commission shall issue an amended
certificate
of
incorporation
under
the
amended name. (Emphasis added)
13.
Pursuant thereto, the Honorable Commission adopted
SEC Memorandum Circular No. 14-00 establishing

certain guidelines in the approval of corporate and

partnership, more specifically, paragraph 3 of the SEC
Memorandum Circular 14-00, provides that:
The name shall not be identical,
misleading or confusingly similar to one
already
registered
by
another
corporation or partnership with the
Commission
or
a
sole
proprietorship
registered with the Department of trade and
Industry. (Emphasis provided)
Respondent
adopted
a
corporate name that is
confusingly
similar
to
petitioners
corporate
name
previously
registered
with
this
Commission.
-----------------------------------14.
A mere perusal of the registered corporate names of
the parties herein show that their respective registered
corporate names: Promo Works, Inc. and 2/11 Promoworks
Marketing, Inc. are identical, deceptively and confusingly
similar with one another. Respondents registered corporate
name contains the words Promoworks, which is identical,
deceptively and confusingly similar to the words Promo
Works that forms part of petitioners corporate name.
15.
To be sure, it must be emphasized that both parties are
engaged in the same or similar business: sales promotion
and
communication
(advertising
agency),
and
providing manpower resources. Evidently, the almost
identical names of the petitioner and respondent will cause
confusion in the regular dealings of the petitioner. The
clients of the petitioner will be confused between the
petitioner and respondent.
16.
Evidently, therefore respondents registered corporate
name 2/11 Promoworks Marketing, Inc., is violative Section
18 of the Corporation Code in relation to SEC Circular 14-00,
and should thus be changed.

The SEC had due notice of

prior right of petitoner
herein.
----------------------------------17.
Petitioner was incorporated and registered with this
Honorable Commission on March 28, 2003 1 while respondent
was incorporated and registered with this Honorable
Commission only on April 5, 20052 or more than two (2)
years after. Perforce, the Honorable Commission had due
notice of the prior right of herein petitioner.
18.
The SEC in its Opinions dated August 4, 1993, Atty.
Teresita Sanchez, M.D. and May 25, 1993, Mr. Geronimo dela
Rosa, specifically ruled that:
Applying
Section
18
of
the
Corporation Code, the SEC, having due
notice of the prior right of a certain
corporation earlier registered with it,
shall refuse the registration of any other
corporation bearing similar name, unless
there is written consent given by the
earlier registered corporation.
First in time, first in right.
--------------------------19.
Well-entreched is the principle First in Time, First in
Right. No less than the Honorable Commission in its SEC
Opinions dated August 4, 1993, Atty. Teresita Sanchez, M.D.
and May 25, 1993, Mr. Geronimo Dela Rosa, explicitly ruled
as follows:
xxx [T]he corporation which was later
incorporated
and
whose
name
is
identical or confusingly or deceptively
similar to that of an existing corporation
must amend its articles of incorporation
pursuant
to
Section
16
of
the
Corporation Code in order to effectuate a
change in corporate name under the
principle of first in time, first in right.
(underscoring added.)
1Vide: Annex A.
2Vide: Annex C.

20.
In Manila Credit Corp. vs. Credit Manila, Inc., SEC
Case No. 3347, July 27, 1990, this Honorable Commission
required the change of respondent Credit Manila, Inc.s
corporate name:
Secondly, when respondent filed its
amend articles of incorporation changing
its previous name from Urban Credit, Inc. to
Credit Manila, Inc. on July 10, 1981,
complainant was already in existence having
been registered with SEC on June 8, 1977 and
therefore, complainant had acquired a
prior right to use its corporate name. To
allow respondent to continue using its
corporate name nothwithstanding the
continued existence of complainant will
certainly violate section 18 of the
Corporation Code. (Emphasis added)
21.
All told, the instant petition should be granted and the
defendant should be compelled to change its registered
corporate name and be forever banned from using the name
2/11 Promoworks Marketing, Inc.
PRAYER
WHEREFORE, it is respectfully prayed that after
Hearing, this Honorable Commission issue an Order as
follows:
(1)
(2)

(3)

GRANTING the instant petition;

DIRECTING respondent to change it registered
corporate name to another name to comply with
Section 18 of the Corporation Code in relation to
SEC Memorandum Circular No. 14-00;
PROHIBITING the respondent from further using
the corporate name 2/11 Promoworks Marketing,
Inc.

Petitioner further prays for such reliefs as may be

deemed just and equitable in the premises.
Makati City for Pasig City. January 15, 2016.

OROSA KAHAYON LAGDAMEO LAW OFFICE

Counsel for Petitioner
Rm. 305 Erlag Building,
102 Esteban St., Legaspi Village
Makati City
By:
MARCO M. LAGDAMEO
Attorneys Roll No. 41768
PTR NO. 5326854/01.06.16/MAKATI
IBP LRNO. 09506/01.07.11/MAKATI
MCLE No. V-0007100/04.01.15/PASIG
VERIFICATION AND CERTIFICATION OF NON-FORUM
SHOPPING
Republic of the Philippines
)
City of
) S.S.
I, LEILANIE VIVAS, Filipino citizen of legal age, after
having been duly sworn in accordance with law, do hereby,
depose and state that:
1.

I am the duly authorized representative of the

petitioner in the above-captioned case as evidenced by the
Secretarys Certificate dated ____________, which is hereto
attached as Annex H and made an integral part hereof;

2.

I have read and understood the foregoing Petition

and hereby certify that the allegations therein are true and
correct of
my own personal knowledge and based on
authentic documents;

3.

I further attest that petitioner and I have not

commenced any action or proceeding involving the same
issues in the Supreme Court, the Court of Appeals or any
tribunal or quasi-judicial agency; that to the best of our
knowledge, no such action or proceeding is pending in the
Supreme Court or the Court of Appeals or in any division
thereof or any other tribunal or agency;

4.

If I should thereafter learn of such similar action or

proceeding before the Supreme Court, Court of Appeals, or

any tribunal or quasi-judicial agency, I undertake to inform

this Honorable Court within five (5) days from knowledge
thereof.
LEILANIE VIVAS
Affiant
SUBSCRIBED AND SWORN TO before me, a Notary
Public for Makati City, Philippines, this ____ day of January
2016, affiant exhibiting to me her SSS ID No. ______________ i.
NOTARY PUBLIC
Doc. No.
Page No.
Book No.
Series of 2016.