People v. Central Cambalache

59 P.R. 59
CourtSupreme Court of Puerto Rico
DecidedJune 27, 1941
DocketNo. 22
StatusPublished

This text of 59 P.R. 59 (People v. Central Cambalache) is published on Counsel Stack Legal Research, covering Supreme Court of Puerto Rico primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
People v. Central Cambalache, 59 P.R. 59 (prsupreme 1941).

Opinion

Mr. Justice Travieso

delivered the opinion of the court.

On July 19, 1937, The People of Puerto Eieo, after obtaining leave from this court, filed a quo warranto complaint against Central Cambalache, a domestic corporation, charging that the latter had infringed the provisions of its corporate charter and of the Federal and local laws limiting the holding of lands by corporations engaged in agriculture, and requesting its dissolution and the forfeiture of its franchise.

On September 7, 1940, the plaintiff filed in this Supreme [62]*62Court an injunction petition wherein it alleged that the People of Puerto Rico is ready to proceed to trial and willing to enter into the merits of its quo warranto- complaint against Central Cambalache; that the directors of said corporation plan to adopt a resolution tending to transfer nearly all the lands of the defendant to the directors and stockholders with the object of rendering ineffectual the judgment that may be entered in the quo warranto proceeding; that should the proposed transfer be carried out, the People of Puerto Rico would be deprived of the right acknowledged by law in its favor of purchasing for itself all the lands of the defendant or of causing the same to be sold at public auction, or at least the complainant-petitioner would be involved in a multiplicity of suits to protect such right; that complainant has no other speedy, adequate, and effective remedy except that of injunction to safeguard its interests, which would be prejudiced if the writ sought were not granted; and that if the acts complained of were not enjoined, the jurisdiction of this court in the quo warranto proceeding would become academic, to the prejudice of the land policy of Puerto Rico and of the economic welfare of this island. Petitioner prays that a writ of injunction be issued directing the defendant and its directors, officers, and employees to refrain from alienating the lands of the defendant to any natural or artificial person.

On September 12, 1940, Messrs. José Matienzo Lezcano, Angel Abarca Portilla, Lorenzo Oliver, José A. Hubert, Miguel Mocoroa, Milton I. Durlach, Felipe F. Vidal, Luis R. González, Ramón Morán, Juan Pizá, Feliciano Matienzo, José Matienzo, Jr., José Rodríguez Ante, Emilio Y. Yenegas, and Vitaliano García, directors of the defendant corporation, appeared before this court and in answer to the order to show cause issued by this court and to the injunction petition, substantially alleged as follows:

[63]*631. They deny that Central Cambalache has committed or is committing ultra vires acts in owning and controlling more than 500 acres; or that the corporate charter of the defendant contains any limitation whatever as to the number of acres that Central Cambalache may hold and control; or that the holding or control of more that 500 acres by Central Cambalache, constitutes a violation of any law.

2. They deny that they plan to adopt any resolution tending to render ineffectual any judgment that might be rendered in the quo warranto proceeding.

3. They allege that at the general meeting of stockholders held on September 6, 1940, the stockholders of Central Cambalache adopted a resolution authorizing the directors of the corporation to take the steps necessary to sell nearly all the properties of Central Cambalache, and that the directors plan to recommend to the stockholders that they adopt whatever resolutions may be necessary to carry out the alienation of said lands.

4. They deny that the injunction sought is necessary to safeguard the interests of the People of Puerto Rico, and allege that any interests petitioner may have, have been protected through the recording of the quo warranto complaint in the registry of property by way of lis pendens notice, with respect to the real properties recorded in the name of Central Cambalache.

5. They deny that the jurisdiction of this court may be affected in any wise by any transfer that the defendant may make of its properties or of any part thereof.

In the answer there are also alleged eight special defenses which, briefly stated, are as follows:

First: That with the object of protecting their investment in the corporation and of putting an end to the quo warranto proceeding, some of the stockholders of Central Cambalache suggested to the Attorney G-eneral of Puerto Rico that the Federal Government or the Government of [64]*64Puerto Eico should buy the lands of Central Cambalache in excess of 500 acres, on the basis of a just and reasonable price; and that at a general meeting of stockholders held on August 18, 1939, the following resolution was adopted:

“Whereas, there has been instituted and is now pending in the Supreme Court of Puerto Eico a quo warranto proceeding against this company, based on the claim that this company is violating its articles of incorporation and the provisions of the Joint Resolution of the Congress of the United States of May 1, 1900; and
“Whereas, the company understands that the end which, in effect, the Government of Puerto Eico seeks to attain through the said quo warranto proceeding is that this company should dispose of the land which it, possesses in excess of 500 acres, and that the same be acquired by the Government itself or by persons or group of persons which are not corporations; and
“Whereas, although the company understands that it has not committed any violation of said law or of its articles of incorporation, and for this reason, in its case, it does not waive the defenses set up in said proceeding, it is disposed to cooperate with the Government towards the accomplishment of the purposes stated in the preceding paragraph;
“Now Therefore, Be it resolved by the General Meeting of Stockholders of Central Cambalache:
“I. — That Central Cambalache is disposed to sell, either to The People of Puerto Rico or to The United States of America, or to any agency of either of said governments or to any other person or group of persons associated in noncorporate form, all of the lands of this company, with the exception of those occupied by the factory, dependencies thereof, and fixed railways, rolling material, telephone system, roads and loading equipment, and other factory annexes and properties which are used in the process of manufacture of sugar, including in the sale plantations of cane, lease contracts, agricultural equipment, cattle, and in general all of the properties which the Central has dedicated to the planting, cultivation, and harvesting of sugar cane.
“II. — That the Board of Directors of this company be and it is hereby authorized to negotiate such sale, on the terms which the directors may determine, subject to the final approval and confirmation of the stockholders.”

[65]*65That on the same day, August 18, 1939, the Board of Directors of Central Cambalache adopted a resolntion which was identical with the one adopted by the stockholders and which authorized the President and Vice President of the corporation to deliver to the Attorney General of Puerto Rico a certified copy of the resolution, and to open with the Insular or Federal Government or with any individual or group of individuals proper negotiations leading to the sale of the properties of Central Cambalache.

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Bluebook (online)
59 P.R. 59, Counsel Stack Legal Research, https://law.counselstack.com/opinion/people-v-central-cambalache-prsupreme-1941.