G.R. No.

171905               June 20, 2012 1901, until it was superseded by a forerunner of the
National Council of Churches in the Philippines.
UNITED CHURCH OF CHRIST IN THE PHILIPPINES,
INC., Petitioner, During th[o]se times, the precursor of Bradford
vs. Memorial Church, the Presbyterian mission came to the
BRADFORD UNITED CHURCH OF CHRIST, INC., Philippines. It was organized by the early missionaries of
PATRIZIO EZRA, GERONIMO V. NAZARETH, RUPERTO the Presbyterian Church in the U.S.A. through its Board
MAYUGA, SR., ROBERT SCHAARE, HENRY CARIAT, of Foreign Missions. In 1909, it was alleged to have
REYNALDO FERRENAL AND JOHN DOES, Respondents. acquired real properties in the Philippines funded by
one Matilda R. L. Bradford from whom the congregation
DECISION attributed its name, in recognition of her efforts for the
church.
PEREZ, J.:
While not all churches in the Evangelical Union were
Before the Court is a petition for review on certiorari equally strong in their desire for organic church union,
under Rule 45 of the 1997 Rules of Civil Procedure such remained as a goal of the organization. In 1921, it
assailing the Decision1 of the Court of Appeals in CA-G.R. seemed that the plans for the union of the five churches
SP No. 83159 which affirmed the Securities and were not to materialize, so the movement widened its
Exchange Commission2 (SEC) Decision3 in SEC Case No. activities to include all the Presbyterian churches and
C-00194. the Congregational bodies in the Philippines.

Petitioner United Church of Christ in the Philippines, Inc. After considerable negotiations, four churches- the
(UCCP) is a religious corporation duly organized and Presbyterian, the Congregational, the United Brethren
existing under the laws of the Philippines. It is a national and the United Church of Manila were invited and an
confederation of incorporated and unincorporated self- assembly was held in Manila. On March 15, 1929, the
governing Evangelical churches of different basis of Union was formally adopted and the United
denominations, devised for fellowship, mutual counsel Evangelical Church came into being.
and cooperation. It is the ecclesiastical successor of the
Evangelical Church of the Philippines, the Philippine The new church grew in strength from year to year until
Methodist Church and the United Evangelical Church of the Second World War when a division was created in
the Philippines.4 the newly formed Evangelical Church in the Philippines.

Respondent Bradford United Church of Christ, Inc. In 1946, immediately following the close of World War
(BUCCI), formerly known as Bradford Memorial Church, II, the Presbyterians and Congregationalist Churches in
is likewise a religious corporation with a personality the Visayas and Mindanao region under the Rev.
separate and distinct from UCCP. It was organized at the Leonardo Dia reconstituted the United Evangelical
turn of the 20th century but it was incorporated only on Church in the Philippines in those areas. In view of this
14 December 1979. development, the Bradford Memorial Church
transferred its synodical connection to the newly
Respondents Patrizio Ezra, Geronimo Nazareth, Ruperto reorganized United Evangelical Church in the
Mayuga, Sr., Robert Schaare, Henry Cariat, Reynaldo Philippines, and thereafter, carried the name
Ferrenal and other John Does are members of BUCCI. BRADFORD Evangelical Church.

The following historical background briefly summarizes A few years after the war, it was thought wise not to
the relationship between UCCP and BUCCI, viz: push through with the church union. However, on May
25, 1948, a total of 167 delegates from three church
On May 25, 1948, The United Church of Christ in the bodies met at Ellinwood-Malate Church. They were the
Philippines, Inc. was formally organized. The five Evangelical Church, a federation of evangelical churches
ancestor churches were the Methodist Episcopal operating in the Luzon area; the Philippine Methodist
Church, the Presbyterian Church, the Church of Christ Church (a split from the United Methodist-Episcopal
(Disciples) and the Congregational Churches. These Church) and the United Evangelical Church in the
churches traced their lineage back to the early Christian Philipines, a federation of Presbyterian and
Church. Congregationalist churches operating in the Visayas and
Mindanao area. Each body reported that its constituted
Early on, at the turn of the century, the proponents of divisions had voted to accept the basis of Union and to
these churches came as missionaries, spreading the join the new church. So on May 23-25, 1945, these
faith as ardent offsprings of the Reformation. Aimed at three major churches convened, organized and declared
converting Roman Catholics, Buddhists, Hindus and the new federation of evangelical churches.
spirit worshippers to the Protestant faith, these
missionaries had organized the Evangelical Union by Thus, the United Church of Christ in the Philippines, Inc.
or UCCP was born from the union of these three major

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churches. Finally, on April 12, 1949, the UCCP was Thereafter, UCCP filed before SEC a complaint/protest
registered with the Commission. for rejection/annulment of Amended Articles and
Incorporation and Injunction, docketed as SEC Case No.
Thus, by circumstance, the Bradford Evangelical Church C-00194. UCCP also prayed for the disallowance of the
transferred its synodical connection to and became a continued use of BUCCI as corporate name. 12
constituent Church of the UCCP.
UCCP later on filed an Amended Complaint/Protest
Through the years the UCCP underwent major changes. dated 8 March 1994, abandoning the original
Per its Constitution published in April of 1980, it was Complaint/Protest.1âwphi1 The Amended
apportioned into several Conferences, delineated Complaint/Protest added BUCCI as one of the
according to geographical areas as determined by the respondents; alleged that the separate incorporation
General Assembly. Most of its local congregations and and registration of BUCCI is not allowed under the UCCP
conferences were also registered as separate entities Constitution and By-laws; and sought to enjoin BUCCI
for greater autonomy such as the Cebu Conference Inc. and the respondents from using the name BUCCI, both
and Bradford United Church of Christ, Inc. in its Amended Articles of Incorporation and its dealings
with the public, and from using its properties. 13
On December 14, 1979, Bradford United Church of
Christ, Inc. (BUCCI) was incorporated as a personality On 27 January 2004, the SEC en banc dismissed UCCP’s
separate and distinct from UCCP. Registered under SEC. petition to declare as null and void the amendments
Reg. No. 90225, its Articles of Incorporation declare made to the Articles of Incorporation of BUCCI. SEC
Bradford United Church of Christ as a Protestant summarized UCCP’s arguments into three main issues,
Congregation. Among its original incorporators are as follow:
herein Respondents Patricio Ezra, Robert Schaare and
Geronimo V. Nazareth. Furthermore, Article 3 of its 1. Whether or not the separation of [BUCCI]
original articles of incorporation provides: from [UCCP] is valid;

That its incorporation is not forbidden by competent 2. Whether or not the amendments to the
authorities or by the Constitution, rules, regulations or Articles of Incorporation and By-Laws of BUCCI
discipline of the United Church of Christ in the made after it separated from UCCP are valid;
Philippines and that of the Bradford United Church of [and]
Christ.5
3. Whether or not private respondents are
UCCP has three (3) governing bodies namely: the entitled to the use of the name "Bradford
General Assembly, the Conference and the Local United Church of Christ, Inc."(BUCCI). 14
Church, each having distinct and separate duties and
powers. As a UCCP local church located in Cebu, BUCCI SEC defended the right of BUCCI to disassociate itself
belonged to the Cebu Conference Inc. (CCI) with whom from UCCP in recognition of its constitutional freedom
it enjoyed peaceful co-existence until late 1989 when to associate and disassociate. SEC also pointed out that
BUCCI started construction of a fence that encroached since UCCP had used the fact of BUCCI’s disaffiliation to
upon the right-of way allocated by UCCP for CCI and consolidate its claim over the property subject of the
Visayas jurisdiction.6 unlawful detainer case against BUCCI before the RTC,
UCCP cannot now deny the validity of said disaffiliation.
UCCP General Assembly attempted to settle the Moreover, SEC found that UCCP is not the real party in
dispute. On 7 April 1990, the Cebu Conference Judicial interest to question the amendments made by BUCCI to
Commission rendered a decision in favor of CCI. 7 This its Articles of Incorporation and By-Laws. Finally, SEC
unfavorable decision triggered a series of events 8 which upheld the right of BUCCI to continue using its
further increased the enmity between the parties and corporate name.
led to the formal break-up of BUCCI from UCCP. 9
UCCP filed a petition for review with the Court of
In a Church Council Resolution dated 21 June 1992, Appeals. On 17 June 2005, the Court of Appeals
BUCCI disaffiliated from UCCP. The effectivity of the rendered a Decision affirming the SEC.
disaffiliation was made to retroact to 16 September
1990 when BUCCI severed its ties from CCI. This On 16 September 2005, UCCP filed a motion to drop
disaffiliation was duly ratified by BUCCI’s members in a BUCCI as respondent.15
referendum held on 19 July 1992.10
Its motion for reconsideration having been denied on 21
Consequently, BUCCI filed its Amended Articles of February 2006,16 UCCP filed the present appeal.
Incorporation and By-Laws which provided for and
effected its disaffiliation from UCCP. SEC approved the UCCP maintains that the issue on whether the
same on 2 July 1993.11 disaffiliation of respondents is valid is purely an
ecclesiastical affair. It asserts that it has the sole power

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and authority to declare and/or decide whether BUCCI 5. Whether or not private respondents are
or any of its local churches could disaffiliate from entitled to the use of the name "BUCCI"; and
it.17 UCCP likewise restates that individual respondents
cannot validly effect amendments to BUCCI’s Articles 6. Whether or not the use of the name "BUCCI"
and By-Laws nor to continue the use of BUCCI’s name is confusingly similar with UCCP.26
after they have disaffiliated from UCCP. Moreover,
UCCP asseverates that the stringent requirements of Before the Court of Appeals, UCCP cited the following
the Corporation Code to effect amendments have not as grounds for review:
been satisfied.18 UCCP also refutes the holding that
BUCCI no longer forms part of UCCP because the latter I. The SEC committed serious reversible error in
had filed several cases against the former. UCCP upholding as valid the amendments to the
explains that the above-mentioned cases had been filed constitution and by-laws of BUCCI when there
against individual respondents, and not against BUCCI; was absolutely no evidence proving that the
and the inclusion of BUCCI’s name in said cases were strict requirements for amendments provided
merely circumstantial because at the time those cases (sic) for under the new Corporation Code were
were filed, individual respondents were still acting and complied with;
sabotaging the operation of BUCCI.19 Lastly, UCCP
criticizes SEC for its finding that UCCP has no legal II. The SEC committed serious reversible error in
personality to prosecute the case before it. UCCP disregarding both testimonial and documentary
asserts that individual respondents were its former evidence of the petitioner proving that
members and BUCCI, the entity involved, is its member- respondent did not comply with the proper
local church.20 notice, deliberation of the issues and the 2/3
vote requirement for validity of the
Respondents,21 on the other hand, counter that UCCP’s amendments of its articles of incorporation;
new theory—that the determination of membership to
UCCP is a purely ecclesiastical affair—is not and cannot III. The SEC committed serious reversible error
be allowed at this late stage of the proceedings. 22 They in holding that petitioner UCCP does not have
maintain that the Court of Appeals and SEC are correct the legal standing to question the amendments
in ruling that BUCCI had validly disaffiliated from UCCP made to BUCCI’s articles of incorporation and
and is entitled to continue in the use of its name. 23 As by-laws after the latter’s separation from the
their third point, respondents assert that the Court of petitioner. Petitioner’s legal standing to file the
Appeals and SEC’s finding that UCCP had no legal case had never been the issue of the case from
personality to question the validity of the amendments the time of its filing, during the pre-trial
to BUCCI’s Articles and By-laws, is in accord with law conference, during the trial on the merits, and
and settled jurisprudence.24 Finally, they point out that in the respective memorandum filed by the
the petition should be dismissed outright for failure to parties in this case; and
comply with the mandatory requirements of Rule 45 of
the 1997 Rules of Civil Procedure.25 IV. The SEC committed serious reversible error
in upholding respondents’ continued use of the
The Court denies the Petition. name BUCCI when in fact individual
respondents by their very own acts have
The issue is not a purely ecclesiastical affair expelled themselves from membership of the
UCCP and its local church the BUCCI. 27
Notably, UCCP invoked the jurisdiction of SEC when it
submitted for resolution the following issues: Failing to obtain favorable judgment from the SEC and
the Court of Appeals, UCCP now comes before the
1. Whether or not BUCCI is an organic Court posing ostensibly a question of law, that the
component of UCCP subject to the latter’s determination of membership in UCCP is a purely
Constitution and By-laws; ecclesiastical affair, which theory strips SEC and the
Court of Appeals of any authority to rule on the issues
2. Whether or not the referendum conducted voluntarily submitted to them by UCCP itself for
by respondents on July and November 1992 resolution.
were valid;
Basic is the rule that a party cannot be allowed to
3. Whether or not the supposed separation of invoke the jurisdiction of a court to secure affirmative
BUCCI from UCCP is valid; relief and later on renounce or repudiate the same after
it fails to obtain such relief. 28 After voluntarily submitting
4. Whether or not the amendment of the a cause and encountering an adverse decision on the
Articles of Incorporation and By-laws of BUCCI is merits, it is too late for the loser to question the
valid; jurisdiction or power of the court. The Court frowns
upon the undesirable practice of a party submitting his

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case for decision and then accepting the judgment, only BUCCI is not absolute and is actually more tenuous than
if favorable, and attacking it for lack of jurisdiction, alleged.
when adverse.29
Thus, UCCP cannot rely on the Court’s ruling as restated
The Court has likewise consistently rejected the in Long v. Basa,36 that "in matters purely ecclesiastical,
pernicious practice of shifting to a new theory on appeal the decisions of the proper church tribunals are
in the hope of a favorable result. Fair play, justice and conclusive upon the civil tribunals." 37 If in the case at
due process require that as a rule new matters cannot bar, even with its highest executive official’s
be raised for the first time before an appellate pronouncement that BUCCI is still recognized as its
tribunal.30 Failure to assert issues and arguments "within member-church,38 UCCP could not compel BUCCI to go
a reasonable time" warrants a presumption that the back to its fold, then the alleged absolute ecclesiastical
party entitled to assert it either has abandoned or authority must not be there to begin with.
declined to assert it.31
In fact, Long may be viewed as supportive of
In any event, the Court believes that the matter at hand respondents’ case. Said case involved a church’s sole
is not purely an ecclesiastical affair. prerogative and power to expel its individual members.
Similarly, the case at bar concerns BUCCI’s sole
An ecclesiastical affair is one that concerns doctrine, prerogative and power as a church to disconnect ties
creed or form of worship of the church, or the adoption with another entity. Such are decisions, that may have
and enforcement within a religious association of religious color and are therefore ecclesiastical affairs,
needful laws and regulations for the government of the the Court must respect and cannot review. It is worth
membership, and the power of excluding from such mentioning that in Fonacier v. Court of Appeals, 39 the
associations those deemed unworthy of Court held that the amendments of the constitution,
membership.32 Based on this definition, an ecclesiastical restatement of articles of religion and abandonment of
affair involves the relationship between the church and faith or abjuration, having to do with faith, practice,
its members and relate to matters of faith, religious doctrine, form of worship, ecclesiastical law, custom
doctrines, worship and governance of the congregation. and rule of a church and having reference to the power
To be concrete, examples of this so-called ecclesiastical of excluding from the church those allegedly unworthy
affairs to which the State cannot meddle are of membership, are unquestionably ecclesiastical
proceedings for excommunication, ordinations of matters which are outside the province of the civil
religious ministers, administration of sacraments and courts.
other activities attached with religious significance. 33
Conversely, the Court owes but recognition to BUCCI’s
In the first place, relief from civil courts was sought decision as it concerns its legal right as a religious
when the incident of disaffiliation occurred, in the face corporation to disaffiliate from another religious
of UCCP’s assertions that it continues to recognize corporation via legitimate means—a secular matter well
BUCCI as one of its local churches and that it has the within the civil courts’ purview.
sole authority to determine the validity of the
disaffiliation. Respondents Validly Effected the Amendments

Secondly, intertwined with the issue of the validity of UCCP contends that respondents have severed their
the disaffiliation is the question of whether BUCCI had UCCP membership and consequently, have lost their
the power under the law to effect disaffiliation such BUCCI membership. As such, they have neither the
that it should be given legal consequence and granted power to bring about the amendments to BUCCI’s
recognition. Articles of Incorporation nor right to continue the usage
of BUCCI’s name.
UCCP and BUCCI, being corporate entities and grantees
of primary franchises, are subject to the jurisdiction of The Church Council Resolution dated 21 June 1992, duly
the SEC. Section 3 of Presidential Decree No. 902-A ratified by BUCCI’s members in a referendum, carried
provides that SEC shall have absolute jurisdiction, out BUCCI’s corporate act of disaffiliating from UCCP. By
supervision and control over all corporations. Even with virtue of this disaffiliation, BUCCI members, including
their religious nature, SEC may exercise jurisdiction over respondents, severed their ties from UCCP but
them in matters that are legal and corporate. 34 maintained their membership with BUCCI. UCCP’s
contention that the severance of UCCP ties amounts to
BUCCI, as a juridical entity separate and distinct from severance of ties to the local church does not hold
UCCP, possesses the freedom to determine its steps. water.

UCCP’s statement in its memorandum- "[w]here else Local church autonomy takes precedence in the UCCP
can petitioner seek protection and relief x x x?" 35 – is polity. Section 4 of the 1974 UCCP Constitution
particularly telling. That UCCP sees the need to turn to a provides:
body for relief is an admission that its authority over

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SECTION 4. The autonomy of the local church or outside control, provided the same is in line with the
congregation in matters pertaining to its life in its own Constitution, By-Laws and statues of the Church,
particular community shall be respected, consistent thereby enabling the Local Church to become effective
with its relation to the Conference, Jurisdiction, and instrument in the ministry and mission of the Church
General Assembly. and ensuring its positive contribution to the unity and
strengthening of the whole Church. Specifically,
According to respondent, UCCP adopted a autonomy of the Local Church includes the authority to
"congregationalist" system where a local church has the do the following:
right to govern itself by its own laws, rules and
regulations for the furtherance of its own general a. To call and support its Pastor and other
welfare and the freedom to practice its own faith and Church workers, keeping in mind the basic
polity of denominational origin.40 This policy of the Church to call to its ministry
"congregationalist" system was shown in the Basis of pastors and Church workers belonging to the
Union, the Declaration of Union and UCCP’s UCCP, subscribing to the UCCP Statement of
Constitution and By-laws. Faith and paying allegiance to the Constitution,
By-Laws and statutes of the Church. Pastors,
Article IV of the Basis of Union reads: ministers and workers of other churches
affiliated with the National Council of Churches
ARTICLE IV -- Church Practices and Worship: in the Philippines (NCCP) may be requested to
Congregations may follow their customary practices and serve in the Local Church with the prior written
worship.41 permission of the General Assembly or the
National Council, through the General
Section 4, Article VI specifically outlines the duties and Secretary;
powers of the local church:
b. To administer, maintain, encumber or
(a) Subject only to the general laws and regulations of dispose of its personal or real properties
the Church, every local church or congregation, shall, pursuant to a resolution of its Board of Trustees
with its pastor, be responsible for watching over its and approved by its Church Council and, where
members, keeping its life pure, ordering its worship, real properties are involved, with the written
providing Christian education and proclaiming the consent of the General Assembly or the
Gospel[;] (b) Call a Pastor[;] (c) Recommend candidates National Council, through the General
for the ministry[;] (d) Elect delegates to the Annual Secretary;
Conference.42
c. To invite pastors, ministers, workers and lay
Statement IV of Declaration of Union provides: leaders of other churches to speak, preach or
otherwise enter into fellowship with the Local
That by adoption of the name "UNITED CHURCH OF Church, from time to time, in consonance with
CHRIST IN THE PHILIPPINES" for this Church Union, no Article II, Section 6, of the Constitution,
right, interest, or title in and to their respective names provided that the authority and integrity of the
by which the uniting Churches have been identified and UCCP, as well as the unity of the Local Church,
known, has been nor is surrendered, but all such rights shall never be impaired or compromised;
are specifically reserved against the claims of all
persons, associations and organizations whatsoever. 43 d. To nominate and elect its officers, in
accordance with the Constitution and By-Laws,
As a matter of fact, the present UCCP Constitution 44 and and hold annual and such special meetings as it
By-laws continue to uphold this tradition of respecting may deem necessary and proper;
local church autonomy. The 2005 UCCP Amended
Constitution provides in Article II, Section 14: e. To admit qualified persons into the
membership of the Local Church, help ensure
Consistent with the heritage and commitment of the their nurture and spiritual development, and
United Church of Christ in the Philippines, the promote and develop among them the idea of
autonomy of the Local Church shall be respected. The loving service, stewardship and missionary
scope of such autonomy shall be defined in the By- outreach;
Laws.
f. To celebrate its worship services that are
Section 28, Article III of the UCCP By-laws provides: orderly and solemn, yet joyful and meaningful,
reflective of the faith and life of the Church and
Section 28. Scope of Local Autonomy: The primary locus responsive to the needs of the community in
of mission is the Local Church. Hence, the UCCP upholds terms of witness, service and prophetic
the autonomy of the Local Church particularly as to its ministry;
right and power to conduct its ministry free from

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 g. To support the ministerial and lay formation The respondent BUCCI’s church history would show that
program of the Church and recruit, recommend it has a better right to use its corporate name on the
and support candidates for the ministry; ground of priority of adoption. As thoroughly discussed
by the SEC in its assailed decision, the evolution of
h. To adopt its own budget and financial respondent BUCCI to what it is today undoubtedly
program and fulfill its obligations to the wider establishes that it had acquired the right to make use of
bodies; and its corporate name.

i. To do all things as it may deem wise, As to whether or not BUCCI is confusingly or deceptively
necessary and proper, without encroaching on similar to UCCP, We find in the negative. In determining
the prerogatives of, and interfering with, the the existence of confusing similarity in corporate
wider Church bodies, ensuring at all times that names, the test is whether the similarity is such as to
its action contribute to the unity and mislead a person using ordinary care and
strengthening of the whole UCCP. discrimination.49

From the foregoing it can be gleaned that: UCCP’s Furthermore, Section 2, Article I of the UCCP
control and authority over its local churches is not full Constitution50 states that, "All local churches and
and supreme; membership of the local churches in the church-owned entities shall bear prominently the name:
UCCP is voluntary and not perpetual; local churches United Church of Christ in the Philippines." For this
enjoy independence and autonomy and may maintain reason, BUCCI is evidently distinct from UCCP and from
or continue church-life with or without UCCP. all other UCCP local churches and church-owned
entities.
Thus, under the law and UCCP polity, BUCCI may validly
bring about its disaffiliation from UCCP through the SEC and Court of Appeals correctly ruled that UCCP has
amendment of its Articles of Incorporation and By-laws. no locus standi to question the amendments to BUCCI’s
Articles of Incorporation and By-laws.
Significantly, SEC approved the amendments on 2 July
1993, which approval has in its favor the presumption The doctrine of locus standi or the right of appearance
of regularity.45 Government officials are presumed to in a court of justice has been adequately discussed by
have regularly performed their functions and strong this Court in a number of cases. The doctrine requires a
evidence is necessary to rebut this presumption. 46 In the litigant to have a material interest in the outcome of a
absence of convincing proof to the contrary, the case. In private suits, locus standi requires a litigant to
presumption must be upheld.47 be a "real party in interest," which is defined as "the
party who stands to be benefited or injured by the
More importantly, well-settled is the judicial dictum judgment in the suit or the party entitled to the avails of
that factual findings of quasi-judicial agencies, such as the suit."51
SEC, which have acquired expertise because their
jurisdiction is confined to specific matters, are generally A real party in interest is the party who stands to be
accorded not only respect but even finality. They are benefited or injured by the judgment in the suit, or the
binding upon this Court which is not a trier of facts. party entitled to the avails of the suit. And by real
Only upon clear showing of grave abuse of discretion, or interest is meant a present substantial interest, as
that such factual findings were arrived at arbitrarily or distinguished from a mere expectancy, or a future,
in disregard of the evidence on record will this Court contingent, subordinate or consequential interest. 52
step in and proceed to make its own independent
evaluation of the facts. No cogent reason exists in the A suit may be dismissed if the plaintiff or the defendant
instant cases to deviate from this settled rule. 48 is not a real party in interest.53

Anent the continued use by respondents of BUCCI, the After a review of the evidence on record, the SEC, which
Court likewise sustains the rulings of SEC and Court of the Court of Appeals affirmed, correctly ruled that
Appeals. Pertinently, the Court of Appeals ruled as UCCP, not being a member of BUCCI, is not the proper
follows: party to question the validity of the amendments of the
latter’s Articles of Incorporation and By-laws. While
As held in Philips Export B.V. vs. Court of Appeals [206 UCCP stands to be affected by the disaffiliation, the
SCRA 457, 463], to fall within the prohibition of the law, same is admitted and accepted by UCCP’s polity by the
two requisites must be proven, to wit: (1) that the very establishment of its liberal structure.1âwphi1
complainant corporation acquired a prior right over the
use of such corporate name; and (2) the proposed name Petition failed to comply with the mandatory
is either: (a) identical, or (b) deceptively or confusingly requirements of Rule 45 of the 1997 Rules of Civil
similar to that of any existing corporation or to any Procedure
other name already protected by law; or (c) patently
deceptive, confusing or contrary to existing law.

Page 6 of 7
We highlight the fact that when UCCP filed the original
complaint before the SEC, only individual respondents
were impleaded. UCCP then amended the complaint to
include BUCCI, only to drop it as respondent after the
Court of Appeals promulgated its Decision, purportedly
to show that it was merely going after individual
respondents. We agree with respondents that failure to
implead BUCCI as respondent in the instant case
constitutes a blatant disregard of Section 4(a), Rule 45
of the Rules of Court,54 but also renders the assailed
decision final and executory and all subsequent actions
on the petition are void considering that BUCCI is an
indispensable party.55 We cannot countenance this
disingenuous practice of shifting to a new theory on
appeal in the hope of obtaining a favorable result. 56

Essentially, the three main issues raised by UCCP before

WHEREFORE, the petition is DENIED. The Decision of the

SO ORDERED.

JOSE PORTUGAL PEREZ

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