Mejías Santana v. Superior Court of Puerto Rico
Mejías Santana v. Superior Court of Puerto Rico
Opinion of the Court
delivered the opinion of the Court.
The petition for certiorari, filed in this Court by Félix Mejias Santana, Administrator of Economic Stabilization,
After a hearing before the former Insular Rent Administrator, now substituted for by the Administrator of Economic Stabilization, where documentary and oral evidence were introduced, the Administrator decided that what was leased was the business premises and not the business itself, and-proceeded to reduce the rent from $600 to $420 monthly, to be paid by the lessee, Dr. Basilio Dávila, to Justo Reyes, David González and Julio González, sublessors and original lessees of the lessor Germán Vélez Posada, owner of the hotel and of the building. The original lessor, Vélez Posada, filed a petition for review on December 7, 1949 before the former District Court of San Juan. Finally, on March 6, 1953 the San Juan Part of the Superior Court rendered an opinion and judgment granting the writ of review and vacating and setting aside the decision of the Administrator. The San Juan court understood and held that it was not a question of leasing a building but a hotel business. To review the judgment the Administrator of Economic Stabilization has filed the present certiorari proceeding.
In Orsini v. Sánchez, supra, it was held that a lease contract of an already established and going concern, with the machinery, and equipment necessary for its operation and exploitation was not subject to the protection of the Reasonable Rents Act since it was not a question of a mere lease of a building. The opinion stated, in part, the following:
“The Reasonable Rents Act was approved for the purpose of remedying an emergency situation created by the great demand for, and scarcity of, housing accomodations and premises for businesses, which arose from the state of war. The ‘rental control,’ which consisted in the fixing by the adminis*422 .trator of maximum rentals and in the restriction of evictions, was established with a view to protect the tenants against the unjust practice of the lessors of demanding excessive and unreasonable rents, and to prevent the tenants of dwellings or commercial premises from being evicted without being able to find other premises in which to establish their dwellings or to resume their commerce, business, or industry. The reasons which justify the intervention of the police power of the State for the restriction of evictions do not exist in the present case. The lessee Sánchez Parra was not the owner of the business established in the gasoline station. All the things existing therein and used for the operation of the business — with the exception of the stock of goods kept for sale — are owned by the lessor Orsini. And we have already seen that, in accordance with the terms of the contract, the lessor is bound to buy said stock for its just value. The subject matter of the lease in this case is, therefore, a gasoline station with the machinery and equipment necessary for its operation and exploitation. What has been leased is a going concern which from the date of the lease was to be operated by the lessee instead of by its owner. The building or ‘garage’ is purely incidental to the business established therein; since possibly the lessee would not have leased said garage unless it included the machinery and equipment installed therein and the station business already established by the lessor.” (Italics ours.)
As we have already stated, we must now turn to determine whether the cases cited apply to the one at bar. At the hearing before the Administrator three public deeds were admitted in evidence. The first, dated May 24, 1948 is entitled “Lease of Business,” executed by Germán Velez Posada as lessor, and Justo Reyes Morales and David and Julio Gon-zález Fernández as lessees. It is stated that Vélez Posada is the owner of a commercial establishment located at De Diego Avenue, in Santurce known as De Diego Hotel, “engaged in the hotel business”; that the “hotel business” consists of two buildings with several bedrooms, all of them with lavatories and closets as well as electrical installation and lamps, and installation and distribution of individual bells for each room; that for several years the buildings have been
On the same day that this “lease of business” was executed the lessor and the lessees executed another deed of “Sale of Chattels” whereby Vélez Posada sold to the lessees all the personal property and furniture of the hotel, including chairs, pillows, tables and kitchen utensils.
A few months later the original lessees executed a deed of “Sale of Chattels and Sublease,” in favor of Dr. Basilio
At the hearing before the Administrator, Vélez Posada testified that he bought the business and established therein a hotel, with the corresponding expenses, including furniture of each room, electric installation of lamps and bells, hotel signs; that when he leased “the business” the same employees remained there; that “the business” was successful and acquired good will; 'that the lessees continued with his same license until June 1948, and on that date they renewed the license in their name and continued in the hotel business; that at the time of the lease the hotel was a going concern; that the lessees furnished bonds in their name for the services of water, gas and telephone; that most of the furniture of the hotel was sold to the lessees, but the electric installations, including the bells were included in the lease contract; that the lessees paid nothing for the good will and that such good will was a part of the lease.
We understand and hold that the evidence presented to the former Rent Administrator afforded a rational basis to decide that the purpose of the lease was primarily the renting of the premises where the hotel business was located, and not the business itself independently of the building. The administrative view should not be replaced by the judicial point of view except in the absence of elements of proof which may reasonably support the order of the Administrator. Now then, it is true that the parties to the original lease repeatedly and expressly referred to “the hotel business” as the object of the lease. Naturally, in order to pass on the nature of the relation, the expressions used by the parties themselves are very important. But they do not constitute the sole and exclusive factor in determining the real content of the object of the lease. They are exceptionally relevant, but not definitively conclusive. For the purposes of determining whether it was intended to lease the business premises
In the Orsini case the personal property, equipment and instruments used directly in the business were the object of the lease contract. When the objects which formed an integral part of the business were leased, a business was being leased. In the case at bar the equipment and the furniture were not leased. They were absolutely sold to the lessees. Only the building itself, with the electric installations was leased. It was the premises and not exclusively a business
It is alleged that the lease included the good will of the hotel, thereby implying that a business was leased. But the good will, in a hotel, may be attached to the building itself, and not alone to the business considered as an independent patrimonial unit.
The decision of the Administrator is supported by the provisions of the'Reasonable Rents Act and by the Rent Regulation for Commercial Premises, which has the force of law. Parapraph (b) (10) of § 1 of the Regulation, provides, in part, that the term “commercial premises” means any structure leased, for commercial .or industrial purposes including among others, hotels and boarding houses. This
Since the former Rent Administrator acted correctly in deciding that it concerned the lease of a business premises, and not of a business, and therefore, in ordering a rent reduction, the judgment rendered by the San Juan Court should be vacated and set aside and another judgment should be rendered instead affirming the decision of the former Rent Administrator.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.