P.C. Javier & Sons vs. CAG.R. No. 129552; June 29, 2005

FACTS:Petitioner applied with First Summa Bank for a loan accommodation under the Industrial

Guarantee Loan Fund (IGLF). The corporation through Pablo Javier was advised that its loan application was approved and that the same shall be forwarded to the Central Bank for processing. The Central Bank released the loan. To secure the loan, Javier executed chattel mortgage in favor of the bank. In the meantime, the bank changed its named to PAIC Savings and Mortgage Bank Inc. Thereafter, the corporation failed to pay; this prompted the bank to move for the extrajudicial foreclosure of the mortgages. Petitioner filed an action to restrain the extrajudicial foreclosure on the ground that First Summa Bank and PAIC Bank are separate entities.

ISSUE:WON the debtor should be formally notified of the corporate creditor’s change of name.

HELD:NO. There is no such requirement under the law or any regulation ordering a bank that changes

its corporate name to formally notify all its debtors. This Court cannot impose on a bank that changes its corporate name to notify a debtor of such change absent any law, circular or regulation requiring it.  Such act would be judicial legislation.  The formal notification is, therefore, discretionary on the bank.  Unless there is a law, regulation or circular from the SEC or BSP requiring the formal notification of all debtors of banks of any change in corporate name, such notification remains to be a mere internal policy that banks may or may not adopt.

A change in the corporate name does not make a new corporation, whether effected by a special act or under a general law.   It has no effect on the identity of the corporation, or on its property, rights, or liabilities. The corporation, upon such change in its name, is in no sense a new corporation, nor the successor of the original corporation.  It is the same corporation with a different name, and its character is in no respect changed.