THIRD DIVISION

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

GSIS FAMILY BANK - THRIFT BANK [FORMERLY COMSAVINGS BANK,

DECISION

JARDELEZA, J.:

This is a Petition for Review on Certiorari filed by GSIS Family Bank � Thrift Bank1 assailing the
Court of Appeals Decision2 dated March 29, 2006 (Decision) and Resolution3 dated October 23, 2006
which denied petitioner's petition for review of the Securities and Exchange Commission Decision
dated February 22, 2005 (SEC En Banc Decision). The SEC En Banc Decision4 prohibited petitioner
from using the word "Family" as part of its corporate name and ordered petitioner to delete the
word from its name.5

Facts

Petitioner was originally organized as Royal Savings Bank and started operations in 1971. Beginning
1983 and 1984, petitioner encountered liquidity problems. On July 9, 1984, it was placed under
receivership and later temporarily closed by the Central Bank of the Philippines. Two (2) months
after its closure, petitioner reopened and was renamed Comsavings Bank, Inc. under the
management of the Commercial Bank of Manila.6

In 1987, the Government Service Insurance System (GSIS) acquired petitioner from the
Commercial Bank of Manila. Petitioner's management and control was thus transferred to GSIS.7 To
improve its marketability to the public, especially to the members of the GSIS, petitioner sought
Securities and Exchange Commission (SEC) approval to change its corporate name to "GSIS Family
Bank, a Thrift Bank."8 Petitioner likewise applied with the Department of Trade and Industry (DTI)
and Bangko Sentral ng Pilpinas (BSP) for authority to use "GSIS Family Bank, a Thrift Bank" as its
business name. The DTI and the BSP approved the applications.9 Thus, petitioner operates under
the corporate name "GSIS Family Bank - a Thrift Bank," pursuant to the DTI Certificate of
Registration No. 741375 and the Monetary Board Circular approval.10

Respondent BPI Family Bank was a product of the merger between the Family Bank and Trust
Company (FBTC) and the Bank of the Philippine Islands (BPI).11 On June 27, 1969, the Gotianum
family registered with the SEC the corporate name "Family First Savings Bank," which was amended
to "Family Savings Bank," and then later to "Family Bank and Trust Company."12 Since its
incorporation, the bank has been commonly known as "Family Bank." In 1985, Family Bank merged
with BPI, and the latter acquired all the rights, privileges, properties, and interests of Family Bank,
including the right to use names, such as "Family First Savings Bank," "Family Bank," and "Family
Bank and Trust Company." BPI Family Savings Bank was registered with the SEC as a wholly-owned
subsidiary of BPI. BPI Family Savings Bank then registered with the Bureau of Domestic Trade the
trade or business name "BPI Family Bank," and acquired a reputation and goodwill under the
name.13 chanrob lesvi rtual lawlib rary

Proceedings before the SEC

Eventually, it reached respondent's attention that petitioner is using or attempting to use the name
"Family Bank." Thus, on March 8, 2002, respondent petitioned the SEC Company Registration and
Monitoring Department (SEC CRMD) to disallow or prevent the registration of the name "GSIS
Family Bank" or any other corporate name with the words "Family Bank" in it. Respondent claimed
exclusive ownership to the name "Family Bank," having acquired the name since its purchase and
merger with Family Bank and Tmst Company way back 1985.14 Respondent also alleged that
through the years, it has been known as "BPI Family Bank" or simply "Family Bank" both locally and
internationally. As such, it has acquired a reputation and goodwill under the name, not only with
clients here and abroad, but also with correspondent and competitor banks, and the public in
general.15

Respondent prayed the SEC CRMD to disallow or prevent the registration of the name "GSIS Family
Bank" or any other corporate name with the words "Family Bank" should the same be presented for
registration. Respondent likewise prayed the SEC CRMD to issue an order directing petitioner or any
other corporation to change its corporate name if the names have already been registered with the
SEC.16

The SEC CRMD was thus confronted with the issue of whether the names BPI Family Bank and GSIS
Family Bank are confusingly similar as to require the amendment of the name of the latter
corporation.

The SEC CRMD declared that upon the merger of FBTC with the BPI in 1985, the latter acquired the
right to the use of the name of the absorbed corporation. Thus, BPI Family Bank has a prior right to
the use of the name Family Bank in the banking industry, arising from its long and extensive
nationwide use, coupled with its registration with the Intellectual Property Office (IPO) of the name
"Family Bank" as its trade name. Applying the rule of "priority in registration" based on the legal
maxim first in time, first in right, the SEC CRMD concluded that BPI has the preferential right to the
use of the name "Family Bank." More, GSIS and Comsavings Bank were then fully aware of the
existence and use of the name "Family Bank" by FBTC prior to the latter's merger with BPI.17

The SEC CRMD also held that there exists a confusing similarity between the corporate names BPI
Family Bank and GSIS Family Bank. It explained that although not identical, the corporate names
are indisputably similar, as to cause confusion in the public mind, even with the exercise of
reasonable care and observation, especially so since both corporations are engaged in the banking
business.18

In a decision19 dated May 19, 2003, the SEC CRMD said, cralawlawl ibra ry

PREMISES CONSIDERED respondent GSIS FAMILY BANK is hereby directed to refrain from using
the word "Family" as part of its name and make good its commitment to change its name by
deleting or dropping the subject word from its corporate name within [thirty (30) days] from the
date of actual receipt hereof.20
chan robles law

Petitioner appealed21 the decision to the SEC En Banc, which denied the appeal, and upheld the SEC
CRMD in the SEC En Banc Decision.22 Petitioner elevated the SEC En Banc Decision to the Court of
Appeals, raising the following issues: chanRob lesvi rtua lLawl ibra ry

1. Whether the use by GSIS Family Bank of the words "Family Bank" is deceptively and
confusingly similar to the name BPI Family Bank;
2. Whether the use by Comsavings Bank of "GSIS Family Bank" as its business constitutes
unfair competition;
3. Whether BPI Family Bank is guilty of forum shopping;
4. Whether the� approval� of the� DTI� and the BSP of petitioner's application to use the
name� GSIS� Family Bank constitutes� its authority to the lawful and valid use of such
trade name or trade mark;
5. Whether the application of respondent BPI Family Bank for the exclusive use of the name
"Family Bank," a generic name, though not yet approved by IPO of the Bureau of Patents,
has barred the GSIS Family Bank from using such trade mark or name.23

Court of Appeals Ruling

The Court of Appeals ruled that the approvals by the BSP and by the DTI of petitioner's application
to use the name "GSIS Family Bank" do not constitute authority for its lawful and valid use. It said
that the SEC has absolute jurisdiction, supervision and control over all corporations.24 The Court of
Appeals held that respondent was entitled to the exclusive use of the corporate name because of its
prior adoption of the name "Family Bank" since 1969.25 There is confusing similarity in the corporate
names because "[c]onfusion as to the possible association with GSIS might arise if we were to allow
Comsavings Bank to add its parent company's acronym, 'GSIS' to 'Family Bank.' This is true
especially considering both companies belong to the banking industry. Proof of actual confusion
need not be shown. It suffices that confusion is probably or likely to occur."26 The Court of Appeals
also ruled out forum shopping because not all the requirements of litis pendentia are present.27

The dispositive portion of the decision read, c ralawlawli bra ry

WHEREFORE, the instant petition for review is hereby DISMISSED for lack of merit.28 chan roble slaw

After its Motion for Reconsideration was denied,29 petitioner brought the decision to this Court via a
Petition for Review on Certiorari.30

Issues in the Petition

Petitioner raised the following issues in its petition: chanRob lesvi rtua lLawl ibra ry

I. The Court of Appeals gravely erred in affirming the� SEC Resolution finding the word
"Family" not generic despite its unregistered status with the IPO of the Bureau of Patents
and the use by GSIS-Family Bank in its corporate name of the words "[F]amily [B]ank" as
deceptive and [confusingly similar] to the name BPI Family Bank;31

II. The Court of Appeals gravely erred when it ruled that the respondent is not guilty of forum
shopping despite the filing of three (3) similar complaints before the DTI and BSP and with
the� SEC� without� the� requisite� certification� of non-forum shopping attached
thereto;32

III. The Court of Appeals gravely erred when it completely disregarded the opinion of the Banko
Sentral ng Pilipinas that the use by the herein petitioner of the trade name GSIS Family
Bank - Thrift Bank is not similar or does not deceive or likely cause any deception to the
public.33

Court's Ruling

We uphold the decision of the Court of Appeals.

Section 18 of the Corporation Code provides,

In Philips Export B.V. v. Court of Appeals,34 this Court ruled that to fall within the prohibition of the
law on the right to the exclusive use of a corporate name, two requisites must be proven,
namely: chanRoble svirtual Lawlib ra ry

(1) that the complainant corporation acquired a prior right over the use of such
corporate name; and
(2) the proposed name is either
(a) identical or
(b) deceptive or confusingly similar to that of any existing corporation or to
any other name already protected by law; or
(c) patently deceptive, confusing or contrary to existing law.35

These two requisites are present in this case. On the first requisite of a prior right, Industrial
Refractories Corporation of the Philippines v. Court of Appeals (IRCP case)36 is instructive. In that
case, Refractories Corporation of the Philippines (RCP) filed before the SEC a petition to compel
Industrial Refractories Corporation of the Philippines (IRCP) to change its corporate name on the
ground that its corporate name is confusingly similar with that of RCP's such that the public may be
confused into believing that they are one and the same corporation. The SEC and the Court of
Appeals found for petitioner, and ordered IRCP to delete or drop from its corporate name the word
"Refractories." Upon appeal of IRCP, this Court upheld the decision of the CA.

Applying the priority of adoption rule to determine prior right, this Court said that RCP has acquired
the right to use the word "Refractories" as part of its corporate name, being its prior registrant. In
arriving at this conclusion, the Court considered that RCP was incorporated on October 13, 1976
and since then continuously used the corporate name "Refractories Corp. of the Philippines."
Meanwhile, IRCP only started using its corporate name "Industrial Refractories Corp. of the
Philippines" when it amended its Articles of Incorporation on August 23, 1985.37

In this case, respondent was incorporated in 1969 as Family Savings Bank and in 1985 as BPI
Family Bank. Petitioner, on the other hand, was incorporated as GSIS Family - Thrift Bank only in
2002,38 or at least seventeen (17) years after respondent started using its name. Following the
precedent in the IRCP case, we rule that respondent has the prior right over use of the corporate
name.

The second requisite in the Philips Export case likewise obtains on two points: the proposed name is
(a) identical or (b) deceptive or confusingly similar to that of any existing corporation or to any
other name already protected by law.

On the first point (a), the words "Family Bank" present in both petitioner and respondent's
corporate name satisfy the requirement that there be identical names in the existing corporate
name and the proposed one. Respondent cannot justify its claim under Section 3 of the Revised
Guidelines in the Approval of Corporate and Partnership Names,39 to wit: cralawlawl ibra ry

3. 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.

If the proposed name is similar to the name of a registered firm, the proposed name must contain
at least one distinctive word different from the name of the company already registered. chan roble slaw

Section 3 states that if there be identical, misleading or confusingly similar name to one already
registered by another corporation or partnership with the SEC, the proposed name must contain at
least one distinctive word different from the name of the company already registered. To show
contrast with respondent's corporate name, petitioner used the words "GSIS" and "thrift." But these
are not sufficiently distinct words that differentiate petitioner's corporate name from respondent's.
While "GSIS" is merely an acronym of the proper name by which petitioner is identified, the word
"thrift" is simply a classification of the type of bank that petitioner is. Even if the classification of the
bank as "thrift" is appended to petitioner's proposed corporate name, it will not make the said
corporate name distinct from respondent's because the latter is likewise engaged in the banking
business.

This Court used the same analysis in Ang mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus, H.S.K. sa
Bans ang Pilipinas, Inc. v. Iglesia ng Dios Kay Cristo Jesus, Haligi at Suhay ng Katotohanan40 In that
case, Iglesia ng Dios Kay Cristo Jesus filed a case before the SEC to compel Ang mga Kaanib sa
Iglesia ng Dios Kay Kristo Hesus to change its corporate name, and to prevent it from using the
same or similar name on the ground that the same causes confusion among their members as well
as the public. Ang mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus claimed that it complied with SEC
Memorandum Circular No. 14-2000 by adding not only two, but eight words to their registered
name, to wit: "Ang Mga Kaanib" and "Sa Bansang Pilipinas, Inc.," which effectively distinguished it
from Iglesia ng Dios Kay Cristo Jesus.This Court rejected the argument, thus: cralawlawlibra ry

The additional words "Ang Mga Kaanib" and "Sa Bansang Pilipinas, Inc." in petitioner's 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.; not to mention the fact that both are espousing religious beliefs and
operating in the same place. xxx41 chanro bles law

On the second point (b), there is a deceptive and confusing similarity between petitioner's proposed
name and respondent's corporate name, as found by the SEC.42 In determining the existence of
confusing similarity in corporate names, the test is whether the similarity is such as to mislead a
person using ordinary care and discrimination.43 And even without such proof of actual confusion
between the two corporate names, it suffices that confusion is probable or likely to occur.44

Petitioner's corporate name is "GSIS Family Bank�A Thrift Bank" and respondent's corporate name
is "BPI Family Bank." The only words that distinguish the two are "BPI," "GSIS," and "Thrift." The
first two words are merely the acronyms of the proper names by which the two corporations identify
themselves; and the third word simply describes the classification of the bank. The overriding
consideration in determining whether a person, using ordinary care and discrimination, might be
misled is the circumstance that both petitioner and respondent are engaged in the same business of
banking. "The likelihood of confusion is accentuated in cases where the goods or business of one
corporation are the same or substantially the same to that of another corporation."45

Respondent alleged that upon seeing a Comsavings Bank branch with the signage "GSIS Family
Bank" displayed at its premises, some of the respondent's officers and their clients began asking
questions. These include whether GSIS has acquired Family Bank; whether there is a joint
arrangement between GSIS and Family Bank; whether there is a joint arrangement between BPI
and GSIS regarding Family Bank; whether Comsavings Bank has acquired Family Bank; and
whether there is there an arrangement among Comsavings Bank,� GSIS, BPI,� and Family Bank
regarding BPI Family Bank and GSIS Family Bank.46 The SEC made a finding that "[i]t is not a
remote possibility that the public may entertain the idea that a relationship or arrangement indeed
exists between BPI and GSIS due to the use of the term 'Family Bank' in their corporate names."47

Findings of fact of quasi-judicial agencies, like the SEC, are generally accorded respect and even
finality by this Court, if supported by substantial evidence, in recognition of their expertise on the
specific matters under their consideration, more so if the same has been upheld by the appellate
court, as in this case.48

Petitioner cannot argue that the word "family" is a generic or descriptive name, which cannot be
appropriated exclusively by respondent. "Family," as used in respondent's corporate name, is not
generic. Generic marks are commonly used as the name or description of a kind of goods, such as
"Lite" for beer or "Chocolate Fudge" 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 or does not know it exists, such as "Arthriticare" for arthritis medication.49

Under the facts of this case, the word "family" cannot be separated from the word "bank."50 In
asserting their claims before the SEC up to the Court of Appeals, both petitioner and respondent
refer to the phrase "Family Bank" in their submissions. This coined phrase, neither being generic nor
descriptive, is merely suggestive and may properly be regarded as arbitrary. Arbitrary marks are
"words or phrases used as a mark 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."51 Suggestive marks, on the other hand, "are marks which merely suggest some quality
or 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."52

In Ang v. Teodoro,53 this Court ruled that the words "Ang Tibay" is not al descriptive term within the
meaning of the Trademark Law but rather a fanciful or coined phrase.54 In so ruling, this Court
considered the etymology and meaning of the Tagalog words, "Ang Tibay" to determine whether
they relate to the quality or description of the merchandise to which respondent therein applied
them as trademark, thus: cralawlawlibrary

We find it necessary to go into the etymology and meaning of the Tagalog words "Ang Tibay" to
determine whether they are a descriptive term, i.e., whether they relate to the quality or description
of the merchandise to which respondent has applied them as a trade-mark. The word "ang" is a
definite article meaning "the" in English. It is also used as an adverb, a contraction of the word
"anong" (what or how). For instance, instead of saying, "Anong ganda!" ("How beautiful!"), we
ordinarily say, "Ang ganda!" Tibay is a root word from which are derived the verb magpatibay (to
strengthen); the nouns pagkamatibay(strength, durability), katibayan (proof, support,
strength), katibaytibayan (superior strength); and the adjectives matibay (strong, durable, lasting),
napakatibay (very strong), kasintibay or magkasintibay (as strong as, or of equal strength). The
phrase "Ang Tibay" is an exclamation denoting admiration of strength or durability. For instance,
one who tries hard but fails to break an object exclaims, "Ang tibay!" ("How strong!") It may also be
used in a sentence thus, "Ang tibay ng sapatos mo!" ("How durable your shoes are!") The phrase
"ana tibay" is never used adjectively to define or describe an object. One does not say, "ang tibay
sapatos" or "sapatos ang tibay" to mean "durable shoes," but "matibay na sapatos" or "sapatos na
matibay."

From all of this we deduce that "Ang Tibay" is not a descriptive term within the meaning of the
Trade-Mark Law but rather a fanciful or coined phrase which may properly and legally be
appropriated as a trade-mark or trade-name, xxx55� (Underscoring supplied). c hanro bleslaw

The word "family" is defined as "a group consisting of parents and children living together in a
household" or "a group of people related to one another by blood or marriage."56Bank, on the other
hand, is defined as "a financial establishment that invests money deposited by customers, pays it
out when requested, makes loans at interest, and exchanges currency."57 By definition, there can be
no expected relation between the word "family" and the banking business of respondent. Rather,
the words suggest that respondent's bank is where family savings should be deposited. More, as in
the Ang case, the phrase "family bank" cannot be used to define an object.

Petitioner's argument that the opinion of the BSP and the certificate of registration granted to it by
the DTI constitute authority for it to use "GSIS Family Bank" as corporate name is also untenable.

The enforcement of the protection accorded by Section 18 of the Corporation Code to corporate
names is lodged exclusively in the SEC. The jurisdiction of the SEC is not merely confined to the
adjudicative functions provided in Section 5 of the SEC Reorganization Act,58 as amended.59 By
express mandate, the SEC has absolute jurisdiction, supervision and control over all
corporations.60 It is the SEC's duty 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. It has
authority to de-register at all times, and under all circumstances corporate names which in its
estimation are likely to generate confusion.61

The SEC62 correctly applied Section 18 of the Corporation Code, and Section 15 of SEC
Memorandum Circular No. 14-2000, pertinent portions of which provide: c ralawlawl ibra ry

In implementing Section 18 of the Corporation Code of the Philippines (BP 69), the following revised
guidelines in the approval of corporate and partnership names are hereby adopted for the
information and guidance of all concerned: cha nRoblesvi rtu alLaw lib rary

xxx

15. Registrant corporations or partnership shall submit a letter undertaking to change their
corporate or partnership name in case another person or firm has acquired a prior right to the use
of the said firm name or the same is deceptively or confusingly similar to one already registered
unless this undertaking is already included as one of the provisions of the articles of incorporation or
partnership of the registrant.
chanrobles law

The SEC, after finding merit in respondent's claims, can compel petitioner to abide by its
commitment "to change its corporate name in the event that another person, firm or entity has
acquired a prior right to use of said name or one similar to it."63

Clearly, the only determination relevant to this case is that one made by the SEC in the exercise of
its express mandate under the law. The BSP opinion invoked by petitioner even acknowledges that
"the issue on whether a proposed name is identical or deceptively similar to that of any of existing
corporation is matter within the official jurisdiction and competence of the SEC."64

Judicial notice65 may also be taken of the action of the IPO in approving respondent's registration of
the trademark "BPI Family Bank" and its logo on October 17, 2008. The certificate of registration of
a mark shall be prima facie evidence of the validity of the registration, the registrant's ownership of
the mark, and of the registrant's exclusive right to use the same in connection with the goods or
services and those that are related thereto specified in the certificate.66

Finally, we uphold the Court of Appeals' finding that the issue of forum shopping was belatedly
raised by petitioner and, thus, cannot anymore be considered at the appellate stage of the
proceedings. Petitioner raised the issue of forum shopping for the first time only on
appeal.67 Petitioner argued that the complaints filed by respondent did not contain certifications
against non-forum shopping, in violation of Section 5, Rule 7 of the Rules of Court.68

In S.C. Megaworld Construction and Development Corporation vs. Parada,69 this Court said that
objections relating to non-compliance with the verification and certification of non-forum shopping
should be raised in the proceedings below, and not for the first time on appeal. In that case, S.C.
Megaworld argued that the complaint for collection of sum of money should have been dismissed
outright by the trial court on account of an invalid non-forum shopping certification. It alleged that
the Special Power of Attorney granted to Parada did not specifically include an authority for the
latter to sign the verification and certification of non-forum shopping, thus rendering the complaint
defective for violation of Sections 4 and 5 of Rule 7 of the Rules of Court. On motion for
reconsideration of the decision of the Court of Appeals, petitioner raised for the first time, the issue
of forum shopping. The Court ruled against S.C. Megaworld, thus: cralawlaw lib rary

It is well-settled that no question will be entertained on appeal unless it has been raised in the
proceedings below. Points of law, theories, issues and arguments not brought to the attention of the
lower court, administrative agency or quasi-judicial body, need not be considered by a
reviewing court, as they cannot be raised for the first time at that late stage. Basic considerations of
fairness and due process impel this rule. Any issue raised for the first time on appeal is barred by
estoppel.70c hanro bles law

In this case, the fact that respondent filed a case before the DTI was made known to
petitioner71 long before the SEC rendered its decision. Yet, despite its knowledge, petitioner failed to
question the alleged forum shopping before the SEC. The exceptions to the general rule that forum
shopping should be raised in the earliest opportunity, as explained in the cited case of Young v.
Keng Seng,72 do not obtain in this case.

WHEREFORE, the petition is DENIED. The decision of the Court of Appeals dated March 29, 2006
is hereby AFFIRMED.

SO ORDERED. chanroble