Rasa Engineering Corp. v. Daubón

86 P.R. 182
CourtSupreme Court of Puerto Rico
DecidedOctober 9, 1962
DocketNo. 227
StatusPublished

This text of 86 P.R. 182 (Rasa Engineering Corp. v. Daubón) 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
Rasa Engineering Corp. v. Daubón, 86 P.R. 182 (prsupreme 1962).

Opinion

Mr. Justice Ramírez Bages

delivered the opinion of the . Court.

It is alleged in the complaint of this ease that appellees Horacio and Vasco Daubón and José A. Franceschini engaged the services of appellant corporation, Rasa Engineering Corporation, to prepare a preliminary plan for the construction of a building on a lot of appellee Horacio Vasco Daubón, at 1252 Ponce de León Avenue of Santurce, Puerto Rico, and authorized it to procure the approval of such preliminary plan before the Planning Board and other government agencies; that appellant prepared the preliminary plan and obtained approval on September 3, 1958. It is further alleged that the appellees engaged the services of appellant to set up the final drawings for the construction of a building on the said lot, and that appellant worked in the preparation of such drawings until October 7, 1958 when appellee Horacio Daubón, in the name of the other appellees, advised [184]*184appellant to discontinue the work; that such services are justly and reasonably worth the sum of $29,317, which ap-pellees have failed to pay to appellant notwithstanding the steps taken to collect that amount.

A motion to dismiss the said complaint was filed alleging that it does not state sufficient facts to constitute a cause of action against appellee José A. Franceschini and in favor of appellant.

The trial court rendered judgment dismissing the complaint in this case as not being susceptible of amendment and held that, inasmuch as the practice of engineering or architecture by appellant corporation is illegal, so is the contract on which the latter’s claim is based, and that appellees are not precluded by exception from resisting the claim on the ground of illegality because the contract is in contravention of public policy.

On appeal before this Court, appellant assigns as error that the judgment does not lie because in accordance with the General Corporation Law in force in Puerto Rico, the public policy was changed in the sense of permitting corporations to perform all acts, by themselves and through their officers and employees, which may be necessary for the purposes for which they were organized and vesting them with power to conduct their business as a natural person.

Appellant argues that in accordance with §§ 206 and 1205 of the General Corporation Law, 14 L.P.R.A. 1206 and 2205 in force in Puerto Rico, the want of corporate power may not be invoked except by the Commonwealth or any agency or instrumentality thereof, or by its stockholders, in certain cases, nor shall a corporation allege or set up as a defense the want of legal organization, nor shall a person sued for injury to his property be permitted to allege or set up as a defense such want of legal organization. Appellant maintains that these provisions have established the Com[185]*185mon-wealth policy of permitting corporations to perform all acts which may be necessary for the purposes for which the corporation was organized and vesting it with power to transact its business as if the same were owned and conducted by an individual. Lastly, appellant maintains that the judgment in this case actually cancels the certificate of incorporation of appellant in violation of § 1010 of the said Act, 14 L.P.R.A. § 2010, which outlines the procedure for revoking such certificate, which it alleges has not been followed in this case.

Under § 1 of Act No. 399 of May 10, 1951, 20 L.P.R.A. § 681, creating the Board of Examiners of Engineers, Architects, and Surveyors, it is illegal for any person to practice or offer to practice in Puerto Rico such professions unless the person is licensed as such professional under the provisions of that Act. This Act can refer only to individuals, for its requirements on academic training and examination before the Board, and registration, certification and membership may be fulfilled only by natural persons. Hence, although it may be argued that the word person employed in that Act includes corporations, the latter could never comply with the requirements prescribed by the Act in the sense of procuring and obtaining the corresponding certificate and their membership. T. V. Engineers, Inc. v. District of Columbia, 166 A.2d 920 (D.C. 1961); Potomac Engineers, Inc. v. Walser, 127 F. Supp. 41 (D.C. 1954).

. Section 101 of the General Corporation Law excludes from' the broad corporate purposes “such purposes as are excluded from the operation of this Law by existing provision of law.” 14 L.P.R.A. § 1101. (Italics ours.)

In the light of the statutory provisions supra, the inescapable conclusion is that corporations can not practice the professions of engineering, architecture, and surveying in Puerto Rico, and that such action by a person not regis[186]*186tered in pursuance of law, who has not obtained the corresponding certificate and who is not a member of the College of Engineers, Architects, and Surveyors, is an unlawful act constituting a misdemeanor. (14 L.P.R.A. § 710.) Johnson-Olfsted Realty Co. v. City and County of Denver, 1 P.2d 928 (Colo. 1931), reversed on other grounds in McNichols v. City and County of Denver, 274 P.2d 317 (Colo. 1954), 56 A.L.R.2d 726.

Under § 206 of the General Corporation Law supra, pointed out by appellant, the lack of corporate power can not be invoked in certain cases, but such provision is necessarily limited to powers which a corporation is not precluded by law from exercising. The purpose of this provision as well as of § 1205 of that Act is only to limit substantially the ultra vires doctrine, and they have nothing to do with actions in contravention of law which, as stated in this opinion, constitute “purposes excluded,” according to § 101 of the Act supra. The services engaged in this case are “purposes excluded,” constitute powers which a corporation can not exercise legally, and, therefore, they are acts which do not come within the ambit of the protection of the said § 206. Section 1205 of the Act does not apply either in any manner whatever, since this is not a case of mere lack of organization of appellant but one in which the latter attributes to itself “purposes excluded from the operation of this Law” in view of the provisions of the Act which regulates the practice of the professions of engineering, architecture, and surveying referred to above.1 Emerson v. Labor Investment Corporation, 284 F.2d 946 (C.C.A. 10, 1960); [187]*187Potomac Engineers, Inc. v. Walser, 127 F. Supp. 41 (D.C. 1954); Terwilliger v. Graceland Memorial Park Ass’n, 173 A.2d 33 (N.J. 1961); Community Credit Union v. Connors, 105 A.2d 772, 774 (Conn. 1954); Mitchell v. Hart, 25 N.E.2d 665 (Ind. 1940); Mercury Life and Health Company v. Hughes, 271 S.W.2d 842 (Tex. 1954); United Order of Good Samaritans v. Meekins, 244 S.W. 439 (Ark. 1922); 27 Colum. L. Rev. 594 (1927).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

McNichols v. City and County of Denver
274 P.2d 317 (Supreme Court of Colorado, 1954)
Baer v. Tippett
92 P.2d 1028 (California Court of Appeal, 1939)
T. v. Engineers, Inc. v. District of Columbia
166 A.2d 920 (District of Columbia Court of Appeals, 1961)
Community Credit Union, Inc. v. Connors
105 A.2d 772 (Supreme Court of Connecticut, 1954)
Ruiz v. Mendez
86 F. Supp. 29 (D. Puerto Rico, 1949)
Johnson-Olmsted Realty Co. v. City & County of Denver
1 P.2d 928 (Supreme Court of Colorado, 1931)
Weed v. Horning
33 So. 2d 648 (Supreme Court of Florida, 1947)
Mitchell v. Hart
25 N.E.2d 665 (Indiana Court of Appeals, 1940)
F. F. Bollinger Co. v. Widmann Brewing Corp.
14 A.2d 81 (Supreme Court of Pennsylvania, 1940)
United Order of Good Samaritans v. Meekins
244 S.W. 439 (Supreme Court of Arkansas, 1922)
Potomac Engineers, Inc. v. Walser
127 F. Supp. 41 (District of Columbia, 1954)

Cite This Page — Counsel Stack

Bluebook (online)
86 P.R. 182, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rasa-engineering-corp-v-daubon-prsupreme-1962.