South Porto Rico Sugar Corp. v. Sugar Board

88 P.R. 42
CourtSupreme Court of Puerto Rico
DecidedApril 8, 1963
DocketNo. 37
StatusPublished

This text of 88 P.R. 42 (South Porto Rico Sugar Corp. v. Sugar Board) 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
South Porto Rico Sugar Corp. v. Sugar Board, 88 P.R. 42 (prsupreme 1963).

Opinion

Mr. Justice Rigau

delivered the opinion of the Court.

The Sugar Act of Puerto Rico, Act No. 426 of May 13, 1951, as amended, 5 L.P.R.A. §§ 371-405, provides, inter alia, that liquidations of sugar pertaining to the “colonos” (sugarcane growers) shall be made by the “centrals” (sugar mills) taking as the value of the sugar the average price of the sugar of Puerto Rico, paid C.I.P. New York corresponding to the fortnight or month in which the cane has been delivered by the colonos to the central, and it further provides that the central may deduct from that price the “actual” shipment and marketing expenses “incurred,” which expenses must he previously approved by the Sugar Board. Sections 7 and 8 of the Act, 5 L.P.R.A. §§ 376 and 377.

[44]*44The Act also provides, in the above cited § 8, that if the Board or any colono should not agree to the fairness or correctness of said shipment and marketing expenses, the Board, either at the request of the colono, or motu proprio, shall hold a hearing to settle the matter and the central may not make the final liquidation until the Board decides the controversy.

Since the Sugar Board is in charge of a detailed regulation and supervision of the sugar industry in Puerto Rico, that Board, as is usual in these situations, has been empowered by law to examine witnesses, hear testimonies, make inquiries, inspections, and investigations, hold hearings and to do all that is necessary and proper in the discharge of its duties. Section 23 of the Act, 5 L.P.R.A. § 392.

In compliance with its duties, the Sugar Board sent to the South Porto Rico Sugar Corporation (Guánica Central) a form concerning the shipment and marketing expenses of sugar, requesting it to fill it out and to return it to the Board “as promptly as possible.” Four months after this communication from the Board, since the Central had not returned the above-mentioned form, the Board, by an order to that effect, granted the Central seventeen (17) days to submit the form or otherwise to appear at the end of said term at a specific day and hour before the Board to show cause why no action should be taken against the Central pursuant to § 23 of the Act, 5 L.P.R.A. § 392.

After an investigation was instituted by the Board, and after other proceedings which need not be recited here, and after a hearing on the shipping and marketing expenses deducted by the Central from the payments to the colonos during the years 1955-1959, both inclusive, the Board and the Central reached an agreement as to several items in controversy, but there was left pending for discussion the item of the expenses of shipping bulk sugar, in connection [45]*45with which they stipulated a number of facts on January 18, 1961.

It is the duty of the Board to see that the items for shipping and marketing expenses reported by the centrals are correct, because, since the sugar is sold C.I.F. New York (and therefore, said expenses are deducted by the centrals from the price of the sugar to be paid to the colonos), if those expenses were inflated the colonos would be improperly prejudiced. It may be clearly seen that if the expenses reported are legitimate and correct, the situation would be legal and fair; but if the centrals were to manipulate the accounting of those expenses so that they might obtain undue benefits in the shipping and marketing operations, then the situation would be unfair and illegal.

In the case at bar, the Board objected to the item to be deducted from the payments to the colonos for sugar shipping expenses in Puerto Rico reported by the Central, for two reasons. One is, as the ■ Board pointed out, that the Central made a profit in that shipping operation by means of a system of affiliated corporations (sister corporations) which were all owned by a parent or holding company and the Board considers that the profit is not an expense actually incurred by the Central in the shipment of sugar, and that it should not be deducted from the price paid to the colonos. The other reason is that the bonus payment for expeditous loading (dispatch money) obtained by the sister corporations represents a saving in the expense of shipping the sugar and it is therefore not an expense actually incurred, and hence, it should not be deducted from the price of the sugar to be paid to the colonos. The Board held that by means of this system of affiliated corporations, the Sugar Act is violated and the public policy is thwarted.

The position of Guánica Central is that the deduction of these amounts from the price paid to the colonos is proper because it was not South Porto Rico Sugar Corporation [46]*46(Guánica. Central) but other corporations that made the profit and received the dispatch money.

It may be noted that the Board pierced the corporate veil to see what was actually happening behind the certificates of incorporation. The issue, as pointed out by the amicus curiae in its brief, is whether a central or its owners, by means of the organization of several subsidiary corporations, may circumvent a legislative mandate, contained in § 8 of the Sugar Act, that only shipment and marketing expenses actually incurred may be deducted from payments to the colonos. A closer examination of the situation is' necessary in order to determine whether the Board was justified.

On the basis of the above-mentioned stipulation of January 18, 1961 and the evidence presented, the following facts may be determined:

(1) South Porto Rico Sugar Corporation (Guánica Central) is a domestic corporation engaged in the manufacture of sugar at Ensenada, Puerto Rico.

(2) Mar Ancha Corporation (Mar Ancha) is a corporation organized in Delaware and has been engaged in Puerto Rico since 1957 in the bulk shipment of sugar from the port of.. Ensenada.

(3) In 1957 Mar Ancha purchased the facilities and the assets and liabilities of Administradora de Ingenios, C. por A. (Administradora), a corporation organized in the Dominican Republic. Prior to that date Administradora operated the shipping business which Mar Ancha now owns and operates.

(4) South Puerto Rico [Sugar] Trading Corporation (Trading) is a corporation organized in New York. It is engaged in the purchase, sale and maritime transportation of the sugar produced by Guánica Central.

(5) The South Puerto Rico Sugar Company of New Jersey is, and has been from the beginning, the owner of all [47]*47the shares of all the above-mentioned corporations and it was also the main stockholder of Administradora.1

(6) The main officers of these four corporations (Guá-nica Central, Mar Ancha, Trading, and South P.R. Sugar Co. of N.J.) are the same, to wit: G. Douglass Debevoise, President; James W. Clauson, Treasurer; and David D. Watkins, Secretary, except that the President of Mar Ancha is Edward C. Spaeth. Spaeth is also a member of the Board of Directors of the South P.R. Sugar Co. of N.J., of Trading, of Mar Ancha, and was a member of the Board of Directors of the dissolved Administradora.

(7) Debevoise, the President of Guánica Central, of Trading, and of the New Jersey Corporation, is also director of those three corporations and of Mar Ancha. Clauson, the Treasurer of the above-mentioned corporations is also director of all of them. Spaeth, the President of Mar Ancha, is director of the New Jersey corporation, of Trading, of Mar Ancha, and was the president and director of Adminis-tradora.

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Bluebook (online)
88 P.R. 42, Counsel Stack Legal Research, https://law.counselstack.com/opinion/south-porto-rico-sugar-corp-v-sugar-board-prsupreme-1963.