San Miguel & Compañía v. Secretary of the Treasury

79 P.R. 326
CourtSupreme Court of Puerto Rico
DecidedMay 31, 1956
DocketNo. 11150
StatusPublished

This text of 79 P.R. 326 (San Miguel & Compañía v. Secretary of the Treasury) 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
San Miguel & Compañía v. Secretary of the Treasury, 79 P.R. 326 (prsupreme 1956).

Opinion

Mr. Justice Belayal

delivered the opinion of the Court.

In its income tax returns for the tal years ending on August 31, 1943, and. on August 31, 1944, the petitioner deducted from its taxable income tax, as bad debts, two items amounting to $15,000 and $36,402.90, of the account owed to the petitioner by the Compañía de Cerámicas de Puerto Rico, Inc. During the tax year ending on August 31,- 1945, the petitioner received the entire balance of the account and declared it as income corresponding to the tax year ending August 31, 1945. The former Treasurer of Puerto Rico disallowed the exclusion of those two items, considered as bad accounts by the taxpayer, as well as their inclusion in the income reported in the year 1945.

In the same income tax returns for the tax years ending August 31, 1944, and August 31, 1945, the petitioner deducted from its taxable income, as bad debts, two items amounting to $50,000 and $135,279.78 of the account that the San Juan Construction Corporation owed petitioner, which were also disallowed by the former Treasurer of Puerto Rico.

Since it did not obtain the relief sought in the corresponding administrative hearing, the taxpayer appealed to the Superior Court, San Juan Part. That Court, through its [330]*330judge, Carlos Santana Becerra, affirmed the action of the former Treasurer of Puerto Rico. As to the two items corresponding to the amount of the Compañía de Cerámicas de Puerto Rico, Inc., the trial court reached the conclusion that it was not a bad debt of the petitioner as a business corporation, but rather a loss sustained by petitioner as a stockholder. It stated that an examination of the assets of the liquidated Company showed that there had always existed enough fixed capital consisting of buildings, equipment and machinery, with which to have paid the debt, although perhaps it was insufficient to pay also the capital subscribed by the petitioner, who besides being a creditor was the principal stockholder; that the breakdown of the account in two different years was an arbitrary action on the part of the officers of the petitioner corporation and it did not follow any reasonable determination of the circumstances rendering said debt worthless.

As to the two items corresponding to the account of the San Juan Construction Corporation, the trial court concluded that it was the case of two reserve accounts set up without the authorization of the former Treasurer, to confront a contingent liability and that the entries made in those accounts determined anticipated losses in transactions which were not closed at the time of deduction.

As to the first aspect of the question in issue, concerning the items of the Compañía de Cerámicas de Puerto Rico, Inc., the evidence on which the trial court based its findings of fact and its mixed conclusions of fact and of law, showed that the Compañía de Cerámicas de Puerto Rico, Inc. opened in 1940 an industrial plant located in Hato Rey where about $100,000 was invested; that of a gross total of 1278.50 shares, the petitioner San Miguel & Cía., Inc. owned 314.6572 shares, and Marcelino San Miguel owned 105.1786. shares; that there are 250 shares owned by the Suers, de San Miguel Hermanos, S. en C., although it does not appear who were the owners of said Mercantile; that Marcelino San Miguel [331]*331was the president of the Compañía de Cerámicas de Puerto Rico, Inc. and Vice-President and General Manager of the petitioner San Miguel & Cía., Inc.; that in 1941 a fire destroyed the entire building and practically all the machinery and that the insurance did not exceed $10,000; that through a new contribution of capital the factory was again installed in Bayamón and the machinery reconstructed; that from 1941 until 1943 the corporation was under experimentation rather than operation; that in 194,8 they already had in mind to close the factory, but Mr. Moscoso, of the Industrial Development Co., informed the officers of the Corporation that the Government of Puerto Rico was interested in developing the ceramics industry of Puerto Rico and wanted to join with them for the purpose of making new experiments; that for such purpose they gave the Corporation some money and the services of a technician; about July or August, 194-4 the Development Co. informed them that the Government of Puerto Rico had decided to buy the business “because the Government had a great deal of money to invest in a big new enterprise and they wanted to make a big industry”; that about October or November 1944, they agreed to sell everything for $60,000; that on May 31, 1943, the fixed capital of the Compañía de Cerámicas de Puerto Rico, Inc. amounted to $112,316.65 and the account that the Compañía de Cerámicas de' Puerto Rico, Inc., had with the petitioner corporation San Miguel & Cía, Inc., on August 31, 1943, amounted to $51,402.90; that on May 31, 1944, the fixed capital of the Compañía de Cerámicas de Puerto Rico, Inc., amounted to $102,337.02 and the account of the Compañía de Cerámicas de Puerto Rico, Inc., with the petitioner corporation San Miguel & Cía, Inc., on August 26, 1944, amounted to $38,921.10; that on May 31, 1945, the two items determined as bad debts, that of $15,000 and that of $36,402.90, amounting to $51,402.90, were paid to the petitioner by the Compañía de Cerámicas de Puerto Rico, Inc.

[332]*332In connection with the second aspect of the question in dispute, concerning the items of the San Juan Construction Corporation, the evidence on which the trial court based its findings of fact and its mixed conclusions of fact and of law showed that the San Juan Construction Corporation had been organized with a $2,000 capital; that the liabilities of the San Juan Corporation to the petitioner were of three kinds: (1) a charge account for materials, insurance premiums and other services furnished in the construction of three public projects; (2) some promissory notes of the San Juan Construction Corporation guaranteed solidarily by the petitioner; (3) a bond executed by the petitioner to the corporation which was in turn a performance bond for construction work carried on by the San Juan Construction Corporation; that on August 31, 1944, the petitioner opened in its books a reserve account of $50,000 for the following purposes:

“reserve specifically created for any probable losses in the account, securities, etc. of the San Juan Construction Corporation, as we have been able to justify upon examining the financial condition of said corporation and the losses which it will sustain upon termination of the construction contracts which it is performing to this date.”

that on August 31,1944, the account for materials, insurance premiums and other services amounted to $28,427.20 and the obligations guaranteed to the Chase National City Bank amounted to $159,228.34; that the petitioner in its income tax return for the tax year ending on August 31, 1944, deducted from its taxable income the entire reserve account set up to take care of the possible loss of the San Juan Construction Corporation; that on August 31, 1945, the petitioner opened in its books an addition to the former reserve account for $150,000, for the following purposes:

“we have increased the reserve specifically created on 8/31/44 to take care of any probable losses in the account, securities, etc. of the San Juan Construction Corporation, as we have been able to justify upon examining the financial condition of said [333]

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Bluebook (online)
79 P.R. 326, Counsel Stack Legal Research, https://law.counselstack.com/opinion/san-miguel-compania-v-secretary-of-the-treasury-prsupreme-1956.