A partnership is a separate entity from the partners. The following two cases show that the first-to-file rule will not apply when the trademark application is filed in bad faith.

Heirs of King Si Biak v. Panciteria Lido Chinese Cuisine Co. (G.R. No. 279019, August 12, 2026)

King Si Biak and Annie Alipio entered into a partnership registered with the Securities and Exchange Commission (SEC) of the Philippines sometime in 1997 called Eng Son Co. to operate a Chinese restaurant called Lido Restaurant. When the business relationship deteriorated, Alipio filed her own application for registration of the trademark “Panciteria Lido” for restaurants in 2008. Said application was opposed by King Si Biak, under IPC No. 14-2009-00213. In 2010, the Bureau of Legal Affairs (BLA) of the Intellectual Property Office of the Philippines (IPOPHL) ruled that the right to register the trademark “Panciteria Lido” belonged to Eng Son Co., and that even assuming the partnership had dissolved, such dissolution did not terminate the partnership, which continued to exist until the winding up of its affairs.

King Si Biak passed away in 2010, leaving Albert King and Arthur King (the brothers King) as his heirs. Alipio, meanwhile, entered into a new partnership with other individuals and formed respondent Panciteria Lido Chinese Cuisine Co. (PLCCC). In 2012, PLCCC applied for the registration of the subject Lido marks:

The applications were granted, prompting the heirs to file the petitions for cancellation.

The BLA adjudication officer and director granted the cancellation, but the IPOPHL director general (DG) reversed, ruling that under the first-to-file regime, trademark ownership vests exclusively through registration, not prior use, and that PLCCC was the valid owner because neither Eng Son Co. nor King Si Biak held prior registrations. The director general also ruled that the brothers King were not the real parties-in-interest because PLCCC owned the subject marks.

Th brothers King appealed the director general’s decision to the Court of Appeals, which denied it for having been filed out of time. However, on appeal to the Supreme Court, the latter found the appeal with substantive merit, that the brief delay was adequately explained and that there was substantial compliance with the Court of Appeals’ requirements.

Resolving the case on the merits, the Supreme Court granted the brothers’ petition and ordered the cancellation of PLCCC’s trademark registrations. Under the present statutory framework, trademark rights are acquired through registration, and prior use no longer confers ownership. However, this statutory rule requires that registration be “made validly”, and a certificate of registration creates only a prima facie presumption of ownership, which is defeated when obtained in bad faith or contrary to law. In resolving whether PLCCC’s registration was validly procured, the court anchored its analysis on the property regime of the dissolved partnership. Records show that the Lido Restaurant dates back to 1936, and King Si Biak and Alipio organized Eng Son Co. for the purpose of operating the Lido Restaurant, after which the partnership continuously used the Lido name in connection with its business. PLCCC cannot deny knowledge of this prior use, since Alipio, one of its partners, was involved in the operations of Panciteria Lido and was a party to IPC No. 14-2009-00213, wherein the IPOPHL ruled that the right to register the trademark “Panciteria Lido” belonged to Eng Son Co.

Through Alipio, PLCCC had notice that the right to register the Lido mark belonged to Eng Son Co., but it proceeded to register the marks under its own name anyway. This bad faith precluded it from securing protectable trademark rights under the IP Code, warranting the cancellation of its registrations. In addition, because Eng Son Co. had conducted business under the name “Lido” for decades, PLCCC’s registration violated Section 165.2, which protects a trade name, whether or not registered, against any subsequent use by a third party that is likely to mislead the public.

Under the Civil Code, property acquired by a partnership belongs to the partnership itself. While King Si Biak’s death dissolved Eng Son Co. pursuant to Article 1830(5) of the Civil Code, it did not terminate the partnership, which continues until the winding up of its affairs has been completed. Here, Eng Son Co. was never liquidated, and there was no evidence that the ownership of the subject marks was lawfully transferred to Alipio or PCCC. The ownership of the “Lido” mark and its commercial goodwill thus remained vested in the original partnership, and Alipio could not claim exclusive ownership over them, or cause their registration in the name of another partnership.

Manuel T. Zulueta v. Cyma Greek Taverna Co. (G.R. No. 205699, January 23, 2023)

In 2005, Zulueta and Raoul Goco formed a partnership called Cyma Greek Taverna Co. to operate a restaurant named “Cyma” in Boracay, a famous beach resort in the Philippines and, inspired by its success, opened a branch in EDSA Plaza Shangri-la Mall, formed another partnership to manage said branch and called it “Cyma Greek Taverna Shangri-La Corporation.” In 2006, Zulueta applied for the trademark “Cyma” in his own name, claiming that he created the mark “Cyma” shown below, and conceptualized the Greek restaurant.

On March 13, 2007, the Cyma partnership filed a trademark application for the mark “CYMA GREEK TAVERNA AND LOGO.”

When Zulueta’s Trademark Application No. 4-2006-010623 was published for opposition, Cyma Partnership opposed it, stating that it was Raoul Goco who created it when he was vacationing in Greece, and that Zulueta falsely represented himself as the originator when the truth was that he copied it from the partnership. Zulueta filed his answer and one of the issues he raised was that the deed of assignment indicating that he transferred his interest in the partnership to Raoul Goco’s sister, Anna Eugenio, for P500,000 (US$7,900) was fraudulent since he was out of the country at that time. While the opposition to Zulueta’s trademark application was pending, the IPOPHL approved Cyma Partnership’s application for “CYMA GREEK TAVERNA AND LOGO”, which was not opposed.

In 2008, the IPOPHL-BLA rejected Zulueta’s trademark application for “Cyma” on the ground that the registration in favour of Cyma Partnership is prima facie evidence of exclusive ownership, and that it could not rule on the issue of the deed of assignment and the right of the partners, since the IPOPHL has neither competence nor jurisdiction over said subject matter. On appeal, the director general and the Court of Appeals affirmed the BLA ruling.

The Supreme Court noted the IPOPHL’s factual findings show that Zulueta’s trademark application was made in bad faith. As a partner, Zulueta was without a doubt aware of the prior use of the trademark by the partnership and that it had been Raoul Goco who conceptualized the mark for the partnership while on vacation in Greece. It is clear from Zulueta’s own narration that the mark had been conceived for the exclusive use of the partnership and its sister company, Cyma Greek Taverna Shangri-La Corporation; that only Cyma Partnership had used the Cyma trademark in its commercial dealings; and that Zulueta had never used the same in his individual capacity.

Despite the fact that Zulueta was the first to file a trademark application, his knowledge of the prior use by Cyma Partnership of the trademark meant that Zulueta’s trademark application was filed in bad faith. As a consequence, his trademark application cannot be granted and he did not obtain any priority rights under the IP Code.

On the other hand, Cyma Partnership validly obtained a certificate of registration and ownership over the subject mark. The IP Code provides that a certificate of registration shall be “prima facie evidence of the validity of the registration, the registrant’s ownership of the mark, and of the registrant’s exclusive right to use the same in connection with the goods or services and those that are related thereto specified in the certificate.” In this light, and further considering Zulueta’s bad faith in filing the trademark application for the mark “CYMA & LOGO” under Class 43 of the Nice Classification, the court ruled that the IPOPHL-BLA, IPOPHL-ODG and the Court of Appeals correctly ruled for the denial of Zulueta’s trademark application.

As to the validity of the deed of assignment in favour of Anna Goco, and Zulueta’s rights to Cyma Partnership, the same should be determined in a proper separate proceeding since the instant case was originally filed with the IPOPHL, which has no jurisdiction to determine the validity of the deed of assignment; thus, there can be no valid joinder of cause of action in this case. At any rate, Zulueta filed the application in his own name, and not on behalf of the partnership. It is well established that partnerships have a separate juridical personality from its partners; thus, whether Zulueta has rights to Cyma Partnership does not affect his rights to the Cyma trademark. Accordingly, the Supreme Court rejected Zulueta’s application for the mark “CYMA & Logo.”