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  G.R. No. L-26370 July 31, 1970PHILIPPINE FIRST INSURANCE COPAN!, INC.,  plaintiff-appellant, vs. ARIA CAREN HARTIGAN, CGH, #$ O. ENG%EE, defendants-appellees.  Bausa, Ampil & Suarez for plaintiff-appellant. Nicasio E. Martin for defendants-appellees.   &ARRE'O,  J.: Appeal from the decision dated 6 October 1962 of the Court of First Instance of anila ! dismissin the action inits Civil Case #o. $%92& ! brou ht b' the herein plaintiff-appellant (hilippine First Insurance Co., Inc. to theCourt of Appeals )hich could, upon findin that the said appeal raises purel' *uestions of la), declared itself )ithout +urisdiction to entertain the same and, in its resolution dated 1& ul' 1966, certified the records thereof tothis Court for proper determination.he antecedent facts are set forth in the pertinent portions of the resolution of the Court of Appeals referred to asfollo)sAccordin to the complaint, plaintiff )as ori inall' or ani/ed as an insurance corporation under thename of 0he e on 3in Fire and arine Insurance Co., 3td.0 he articles of incorporationori inall' presented before the 4ecurit' and 5chan e Commissioner and acno)led ed before #otar' (ublic r. 5. 7. I nacio on une 1, 19&8 state that the name of the corporation )as 0he e on 3in Fire and arine Insurance Co., 3td.0 On a' 26, 1961 the articles of incorporation )ereamended pursuant to a certificate of the oard of 7irectors dated arch %, 1961 chan in the nameof the corporation to 0(hilippine First Insurance Co., Inc.0.he complaint alle es that the plaintiff (hilippine First Insurance Co., Inc., doin business under thename of 0he e on 3in Fire and arine Insurance Co., 3t.0 si ned as co-maer to ether )ithdefendant aria Carmen :arti an, C;:, a promissor' note for (&,<<<.<< in favor of the Chinaanin Corporation pa'able )ithin 8< da's after the date of the promissor' note )ith the usual banin interest= that the plaintiff a reed to act as such co-maer of the promissor' note upon theapplication of the defendant aria Carmen :arti an, C;:, )ho to ether )ith Antonio F. Chua andChan >a Fu, si ned an indemnit' a reement in favor of the plaintiff, undertain +ointl' andseverall', to pa' the plaintiff dama es, losses or epenses of )hatever ind or nature, includin attorne'0s fees and le al costs, )hich the plaintiff ma' sustain as a result of the eecution b' the plaintiff and co-maer of aria Carmen :arti an, C;:, of the promissor' note above-referred to=that as a result of the eecution of the promissor' note b' the plaintiff and aria Carmen :arti an,C;:, the China anin Corporation delivered to the defendant aria Carmen :arti an, C;:, thesum of (&,<<<.<< )hich said defendant failed to pa' in full, such that on Au ust 81, 1961 the same)as. rene)ed and as of #ovember 2?, 1961 there )as due on account of the promissor' note thesum of ($,&&9.&< includin interest. he complaint ends )ith a pra'er for +ud ment a ainst thedefendants, +ointl' and severall', for the sum of ($,&&9.&< )ith interest at the rate of 12@ per annum from #ovember 28, 1961 plus (911.9< b' )a' of attorne'0s fees and costs.Althou h O. 5n ee )as made as part' defendant in the caption of the complaint, his name is notmentioned in the bod' of said complaint. :o)ever, his name Appears in the Anne A attached to thecomplaint )hich is the counter indemnit' a reement supposed to have been si ned accordin to thecomplaint b' aria Carmen :arti an, C;:, Antonio F. Chua and Chan >a Fu.In their ans)er the defendants den' the alle ation that the plaintiff formerl' conducted businessunder the name and st'le of 0he e on 3in Fire and arine Insurance Co., 3td.0 he' admit theeecution of the indemnit' a reement but the' claim that the' si ned said a reement in favor of thee on 3in Fire and arine Insurance Co., 3td.0 and not in favor of the plaintiff. he' lie)iseadmit that the' failed to pa' the promissor' note )hen it fell due but the' alle e that since their   obli ation )ith the China anin Corporation based on the promissor' note still subsists, thesuret' )ho co-si ned the promissor' note is not entitled to collect the value thereof from thedefendants other)ise the' )ill be liable for double amount of their obli ation, there bein noalle ation that the suret' has paid the obli ation to the creditor.' )a' of special defense, defendants claim that there is no privit' of contract bet)een the plaintiff and the defendants and conse*uentl', the plaintiff has no cause of action a ainst them, considerin that the complaint does not alle e that the plaintiff and the 0e on 3in Fire and arine InsuranceCo., 3td.0 are one and the same or that the plaintiff has ac*uired the ri hts of the latter. he partiesafter the admission of 5hibit A )hich is the amended articles of incorporation and 5hibit 1 )hichis a demand letter dated Au ust 16, 1962 si ned b' the mana er of the loans and discountdepartment of the China anin Corporation sho)in that the promissor' note up to said date inthe sum of ($,&<<.<< )as still unpaid, submitted the case for decision based on the pleadin s.nder date of 6 October 1962, the Court of First Instance of anila rendered the decision appealed. It dismissedthe action )ith costs a ainst the plaintiff (hilippine First Insurance Co., Inc., reasonin as follo)s... Bith these undisputed facts in mind, the parties correctl' concluded that the issues for resolution b' this Court are as follo)saD Bhether or not the plaintiff is the real part' in interest that ma' validl' sue on the indemnit'a reement si ned b' the defendants and the e on 3in Fire E arine Insurance Co., 3td.Anne A to plaintiff0s complaint D= andbD Bhether or not a suit for indemnit' or reimbursement ma' under said indemnit' a reement prosper )ithout plaintiff havin 'et paid the amount due under said promissor' note.In the first place, the chan e of name of the e on 3in Fire E arine Insurance Co., 3td. to the(hilippines First Insurance Co., Inc. is of dubious validit'. 4uch chan e of name in effect dissolvedthe ori inal corporation b' a process of dissolution not authori/ed b' our corporation la) see 4ecs.62 and 6?, inclusive, of our Corporation 3a)D. oreover, said chan e of name, amountin to adissolution of the e on 3in Fire E arine Insurance Co., 3td., does not appear to have beeneffected )ith the )ritten note or assent of stocholders representin at least t)o-thirds of thesubscribed capital stoc of the corporation, a votin proportion re*uired not onl' for the dissolutionof a corporation but also for an' amendment of its articles of incorporation 4ecs. 1% and 62,Corporation 3a)D. Furthermore, such chan e of corporate name appears to be a ainst public polic'and ma' be effected onl' b' epress authorit' of la) ed 3ine ransportation Co. v. ural ransitCo., 3td., 6< (hil. &$9, &&&= Cincinnati Coopera e Co., 3td. vs. Gate, 26 4B &8%, &89= (ilsenre)in Co. vs. Ballace, 12& #5 ?1$D, but there is nothin in our corporation la) authori/in thechan e of corporate name in this +urisdiction.In the second place, assumin that the chan e of name of the e on 3in Fire E arine InsuranceCo. 3td., to (hilippines pine First Insurance Co., Inc., as accomplished on arch %, 1961, is valid,that )ould mean that the ori inal corporation, the e on 3in Fire E arine Insurance Co., 3td., became dissolved and of no further eistence since arch %, 1961, so that on a' 1&, 1961, the datethe indemnit' a reement, Anne A, )as eecuted, said ori inal corporation bad no more po)er toenter into an' a reement )ith the defendants, and the a reement entered into b' it )as ineffectivefor lac of capacit' of said dissolved corporation to enter into said a reement. At an' rate, even if )e hold that said chan e of name is valid, the fact remains that there is no evidence sho)in that thene) entit', the (hilippine First Insurance Co., Inc. has )ith the consent of the ori inal parties,assumed the obli ations or )as assi ned the ri hts of action in the ori inal corporation, the e on 3in Fire E arine Insurance Co., 3td. In other )ords, there is no evidence of conventionalsubro ation of the (laintiffs in the ri hts of the e on 3in Fire E arine Insurance Co., 3td.under said indemnit' a reement Arts. 18<<, 18<1, #e) Civil CodeD. )ithout such subro ationassi nment of ri hts, the herein plaintiff has no cause of action a ainst the defendants, and is,therefore, not the ri ht part' in interest as plaintiff.  3ast, but not least, assumin that the said chan e of name )as le al and operated to dissolve theori inal corporation, the dissolved corporation, must pursuant to 4ec. ?? of our corporation la), bedeemed as continuin as a bod' corporate for three 8D 'ears from arch %, 1961 for the purpose of  prosecutin and defendin suits. It is, therefore, the e on 3in Fire E arine Insurance Co., 3td.that is the proper part' to sue the defendants under said indemnit' a reement up to arch %, 196$.:avin arrived at the fore oin conclusions, this Court need not s*uarel' pass upon issue bDformulated above.B:55FO5, plaintiff0s action is hereb' dismissed, )ith costs a ainst the plaintiff.In due time, the (hilippine First Insurance Compan', Inc. moved for reconsideration of the decision aforesaid, butsaid motion )as denied on 7ecember 8, 1962 in an order )orded thushe motion for reconsideration, dated #ovember %, 1962, raises no ne) issue that )e failed toconsider in renderin our decision of October 6, 1962. :o)ever, it ives us an opportunit' toamplif' our decision as re ards the *uestion of chan e of name of a corporation in this +urisdiction.Be find nothin in our Corporation 3a) authori/in a chan e of name of a corporation or ani/ed pursuant to its provisions. 4ec. 1% of the Corporation 3a) authori/es, in our opinion, amendment tothe Articles of Incorporation of a corporation onl' as to matters other than its corporate name. Oncea corporation is or ani/ed in this +urisdiction b' the eecution and re istration of its Articles of Incorporation, it shall continue to eist under its corporate name for the lifetime of its corporateeistence fied in its Articles of Incorporation, unless sooner le all' dissolved 4ec. 11, Corp. 3a)D.4i nificantl', chan e of name is not one of the methods of dissolution of corporations epressl'authori/ed b' our Corporation 3a). Also si nificant is the fact that the po)er to chan e its corporatename is not one of the eneral po)ers conferred on corporations in this +urisdiction 4ec. 18, Corp.3a)D. he enumeration of corporate po)ers made in our Corporation 3a) implies the eclusion of all others homas v. Best erse' . Co., 1<1 .4. ?1, 2& 3. ed. 9&<D. It is obvious, in thisconnection, that chan e of name is not one of the po)ers necessar' to the eercise of the po)ersconferred on corporations b' said 4ec. 18 see 4ec. 1$, Corp. 3a)D.o rule that 4ec. 1% of our Corporation 3a) authori/es the chan e of name of a corporation b'amendment of its Articles of Incorporation is to indul e in +udicial le islation. Be have eaminedthe cases cited in Golume 18 of American urisprudence in support of the proposition that the eneral po)er to alter or amend the charter of a corporation necessaril' includes the po)er to alter the name of a corporation, and find no +ustification for said conclusion arrived at b' the editors of American urisprudence. On the contrar', the annotations in favor of plaintiff0s vie) appear to have been based on decisions in cases )here the statute itself epressl' authori/es chan e of corporatename b' amendment of its Articles of Incorporation. he correct rule in harmon' )ith the provisionsof our Corporation 3a) is )ell epressed in an 5n lish case as follo)sAfter a compan' has been completel' re ister )ithout defect or omission, so as to beincorporated b' the name set forth in the deed of settlement, such incorporatedcompan' has not the po)er to chan e its name ... Althou h the >in b' his prero ative mi ht incorporate b' a ne) name, and the ne)l' named corporationmi ht retain former ri hts, and sometimes its former name also, ... it never appears to be such an act as the corporation could do b' itself, but re*uired the same po)er ascreated the corporation. e . v. e istrar of oint 4toc Cos 1< H.. %89, &9 5.C.3.%89D.he contrar' vie) appears to represent the minorit' doctrine, +ud in from the annotations ondecided cases on the matter.he movant invoes as persuasive precedent the action of the 4ecurities Commissioner in tacitl'approvin the Amended, Articles of Incorporation on a' 26, 1961. Be re ret that )e cannot in ood conscience lend approval to this action of the 4ecurities and 5chan e Commissioner. Be findno +ustification, le al, moral, or practical, for adherin to the vie) taen b' the 4ecurities and  5chan e Commissioner that the name of a corporation in the (hilippines ma' be chan ed b' mereamendment of its Articles of Incorporation as to its corporate name. A chan e of corporate name)ould serve no useful purpose, but on the contrar' )ould most probabl' cause confusion. Onl' adubious purpose could inspire a chan e of a corporate. name )hich, unlie a natural person0s name,)as chosen b' the incorporators themselves= and our Courts should not lend their assistance to theaccomplishment of dubious purposes.B:55FO5, )e hereb' den' plaintiff0s motion for reconsideration, dated #ovember %, 1962, for lac of merit.In this appeal appellant contends that ! I:5 IA3 CO 557 I# :O37I#; :A I# :I4 I47ICIO#, :55 I4 #O:I#; I# O CO(OAIO# 3AB A:OII#; :5 C:A#;5 OF CO(OA5 #A5=II:5 IA3 CO 557 I# 75C3AI#; :A A C:A#;5 OF CO(OA5 #A5A((5A4 O 5 A;AI#4 (3IC (O3IC=III:5 IA3 CO 557 I# :O37I#; :A A C:A#;5 OF CO(OA5 #A5 :A4:5 35;A3 5FF5C OF 7I44O3GI#; :5 OI;I#A3 CO(OAIO#IG:5 IA3 CO 557 I# :O37I#; :A :5 C:A#;5 OF #A5 OF :5 5> O#; 3I# FI5 E AI#5 I#4A#C5 CO., 37. I4 OF 7IO4 GA3I7I=G:5 IA3 CO 557 I# :O37I#; :A :5 A((533A# :55I# I4 #O :5I;: (A I#554 O 45 75F5#7A#4-A((533554=IG:5 IA3 CO FI#A33 557 I# 7I4I44I#; :5 CO(3AI#.Appellant0s (osition is correct= all the above assi nments of error are )ell taen. he )hole case, ho)ever,revolves around onl' one *uestion. a' a (hilippine corporation chan e its name and still retain its ori inal personalit' and individualit' as suchJhe ans)er is not difficult to find. rue, under 4ection 6 of the Corporation 3a), the first thin re*uired to bestated in the Articles of Incorporation of an' corn corporation is its name, but it is onl' one amon man' matterse*uall' if not more important, that must be stated therein. hus, it is also re*uired, for eample, to state the number and names of and residences of the incorporators and the residence or location of the principal office of thecorporation, its term of eistence, the amount of its capital stoc and the number of shares into )hich it is divided,etc., etc.On the other hand, 4ection 1% eplicitl' permits the articles of incorporation to be amended thus4ec. 1%. ! An' corporation ma' for le itimate corporate purpose or purposes, amend its articles of incorporation b' a ma+orit' vote of its board of directors or trustees and the vote or )ritten assent of t)o-thirds of its members, if it be a nonstoc corporation or, if it be a stoc corporation, b' the voteor )ritten assent of the stocholders representin at least t)o-thirds of the subscribed capital stoc of the corporation  Provided  , however  , hat if such amendment to the articles of incorporation shouldconsist in etendin the corporate eistence or in an' chan e in the ri hts of holders of shares of an'class, or )ould authori/e shares )ith preferences in an' respect superior to those of outstandin shares of an' class, or )ould restrict the ri hts of an' stocholder, then an' stocholder )ho did not
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