G.R. No. L-26370 - Philippine 1st Insurance Co., Inc. vs. Hartigan

The plaintiff, originally organized as "The Yek Tong Lin Fire and Marine Insurance Co., Ltd.," later changed its name to Philippine First Insurance Co., Inc. by amending its articles of incorporation on May 26, 1961.
The articles of incorporation were initially executed and acknowledged on June 1, 1953, establishing the corporation under its original name.
A certificate from the Board of Directors dated March 8, 1961 approved the change of name, which only became effective upon filing with the Securities and Exchange Commissioner on May 26, 1961.

The plaintiff, doing business under its original name, co-signed a promissory note for P5,000.00 in favor of China Banking Corporation as a co-maker alongside defendant Maria Carmen Hartigan, CGH.
The promissory note was accompanied by an indemnity agreement wherein defendants (including Maria Carmen Hartigan, CGH, Antonio F. Chua, and Chang Ka Fu) undertook to reimburse the plaintiff for any losses, expenses, or damages, including attorney’s fees, arising out of the plaintiff’s execution of the note.
Documentation included an annex (Annex A) attached to the complaint, which also listed defendant O. Engkee, though his name did not appear in the body of the complaint.

The complaint alleges that defendant Maria Carmen Hartigan, CGH, failed to pay the promissory note in full, with amounts due increasing due to renewal and accruing interest, resulting in an outstanding balance of P4,559.50 plus attorney’s fees and costs.
Defendants admitted having defaulted on the promissory note but contended that they signed the indemnity agreement in favor of "The Yek Tong Lin Fire and Marine Insurance Co., Ltd.," not the plaintiff under its new name.
As a special defense, defendants argued that there was no privity of contract between them and the plaintiff since the complaint did not sufficiently allege that the plaintiff and the original corporation were the same or that the plaintiff had acquired the rights of the original entity.

The Court of First Instance of Manila dismissed the action in Civil Case No. 48925 on October 6, 1962, primarily on the ground that the plaintiff was not the legitimate party in interest due to the lack of proper corporate identity transition.
The case was initially brought before the Court of Appeals, which determined that it raised purely questions of law and therefore certified the records to the Supreme Court for a proper determination.
A motion for reconsideration by the plaintiff was denied on December 3, 1962, with the trial court emphasizing that Philippine Corporation Law did not authorize a change of corporate name by mere amendment of the articles and that such a change would effectively dissolve the original corporation.

Whether the change of name effected by the amendment of the articles of incorporation was valid under Philippine Corporation Law.
Whether the change of name led to the dissolution of the original corporation, thereby affecting the plaintiff’s capacity to sue under the indemnity agreement.
Whether the plaintiff, by acting under its antecedent corporate name at the time of entering into the indemnity agreement, was the proper party in interest despite the subsequent name change.

Whether a Philippine corporation may change its name by amending its articles of incorporation in accordance with Section 18 of the Corporation Law.
Whether such change, once properly effected according to procedure, preserves the identity and legal personality of the corporation.

Whether the plaintiff, having executed the indemnity agreement under its old corporate name before the filing of the amended articles, retains the right to sue under its new name.
Whether the absence of conventional subrogation or an assignment of rights from the original corporation to the new name invalidates the plaintiff's cause of action.

Whether changing a corporate name is against public policy due to the potential confusion and risk of fraudulent practices.
Whether the change of name has the effect of dissolving the original corporation, thereby preventing it from being the proper party in interest in pursuing indemnity.