G.R. No. 100468 May 6, 1997
Laureano Investment & Development Corporation, petitioner, vs. The Honorable Court of Appeals and Bormaheco, Inc., respondents.

FACTS

Spouses Reynaldo and Florence Laureano, majority stockholders of petitioner Laureano Investment & Development Corporation, obtained loans from Philippine National Cooperative Bank (PNCB) secured by real estate mortgages. Due to non-payment, PNCB extrajudicially foreclosed the properties, purchased them, and consolidated titles in its name. Private respondent Bormaheco, Inc. later purchased the lots from PNCB via a bulk sale and obtained titles. Bormaheco filed an ex-parte petition for a writ of possession. An entity named “Lideco Corporation” filed a Motion for Intervention and Complaint in Intervention, which the trial court initially granted. Bormaheco moved to strike the complaint, presenting a certification that “Lideco, Inc.” was not registered with the Securities and Exchange Commission. The trial court granted the motion, ruling “Lideco Corporation” lacked personality to intervene as it was not a registered corporation and was distinct from petitioner Laureano Investment & Development Corporation. Petitioner then filed an Urgent Motion to Substitute Party Intervenor, seeking to replace “Lideco Corporation” and adopt its pleadings, claiming “Lideco” was merely an acronym for its full name. The trial court denied this motion, finding the properties in petitioner’s tax declarations were different from the lots subject of the petition and that substitution was not allowed under the Rules. The Court of Appeals upheld the trial court’s orders.

ISSUE

Whether a plaintiff/petitioner which purports to be a corporation may validly bring suit under a name other than that registered with the Securities and Exchange Commission.

RULING

No. The Supreme Court denied the petition and affirmed the Court of Appeals. A corporation has no legal personality to sue under a name other than that stated in its articles of incorporation and registered with the SEC. The use of the word “Corporation” by “Lideco Corporation” was a representation that it was a duly registered entity, separate from petitioner. Since “Lideco Corporation” was not registered, it had no legal capacity to sue. The subsequent attempt by the registered corporation, Laureano Investment & Development Corporation, to substitute itself was correctly denied by the trial court. The Court found no reversible error in the appellate court’s decision, as the trial court acted within its discretion.