Universal Commercial Co. v. Registrar of Property of San Juan

43 P.R. 672

• Court: Supreme Court of Puerto Rico
• Decided: June 24, 1932
• Docket: No. 868
• Status: Published

Opinion

Mr. Justice Wolf

delivered the opinion of the Court.

The Universal Commercial Company, Inc., presented to the Registry of Property of San Juan a document which purported to be a deed of sale of a piece of land in Santurce. The vendor named in the deed was the Universal Commercial Company, “represented by its managing partner, Gonzalo Diago Rodríguez.” The registrar denied record to the deed because G-onzalo Diago Rodriguez bad not duly accredited bis capacity as managing partner of tbe Universal Commercial Company. Tbe appellant, tbe Universal Commercial Company, Inc., admits tbat tbe failure of Diago to show bis capacity was a defect but maintains tbat sueb defect was a curable one, and cites various opinions of this Court to support this contention.

In 1923, Diego Agüeros & Co., a limited partnership, as vendor, represented by its managing partner, sold a piece of land to someone else. Tbe registrar denied the record of tbe document because tbe capacity of tbe managing- partner bad not been accredited. In tbat case it turned out tbat tbe deed of purchase to Diego Agüeros & Co. bad been recorded and in tbe said deed Diego Agüeros appeared as a managing-partner to accept the deed of sale. This Court held tbat tbe position of Agüeros in purchasing could be distinguished from bis position on making a sale; tbat tbe defect noted by tbe registrar, which tbe appellant admitted, might be curable or not; that if Diego Agüeros bad capacity to execute tbe deed in tbe name of tbe firm tbe defect could be cured by tbe mere presentation of tbe partnership deed, but tbat if be did not have tbat capacity and tbe partnership did not ratify the sale, the latter would be entirely void. The Court indicated tbat tbe most rapid way for tbe appellant to have acted would have been to present tbe partnership deed. Palacios v. Registrar of Humacao, 32 P.R.R. 420.

Tbe decision principally relied upon by tbe appellant was Acarón v. Registrar, 39 P.R.R. 165, and tbe cases cited therein. Tbe Palacios case, supra, was not considered. The Acarón case was one where an alleged attorney in fact appeared before a notary to execute a deed but tbe power of attorney did not accompany tbe deed nor was there any other evidence presented to show tbe existence of a power of attorney. This Court held that when a notarial deed appeared to be executed by an attorney in fact tbe failure to present tbe actual power of attorney was merely a curable defect. The registrar points out that the absence of a power of attorney is distinct from the failure of an alleged managing partner to prove his character as such.

Perhaps the registrar is right. At the moment it would be difficult to point out, however, the distinguishing characteristic of the two cases. In any event the Court, after due consideration, has decided to follow the rule laid down in the case of Palacios, supra. The other cases cited, relied upon in the opinion in the Acarón case, we think have not so strong a tendency against the Palacios case,

The ruling should be affirmed.

Mr. Justice Hutchison dissented.