Madera v. Metropolitan Construction Corp.
Madera v. Metropolitan Construction Corp.
Opinion of the Court
delivered the opinion of the Court.
On January 4,1960, Herminio Madera and Eulogio Riera, without the presence of their respective wives, executed
Settling the conflict in the evidence — fundamentally in favor of the evidence proposed by the Metropolitan — the trial court established the following findings of fact:
“1.- Eulogio Riera and Herminio Madera are co-owners, together with their respective wives, of a small parcel of land of approximately three and a half cuerdas in the jurisdiction of Carolina. During the last days of 1959, Madera and Riera placed; in a visible part of their parcel of land, a sign informing the public in general that the property was for sale. As a consequence thereof,' an agent of the Metropolitan Con-*629 structiori Corporation became interested in acquiring the property, thus initiating a series of negotiations for the purpose of eifecting the transaction.
“2. .On-December 30, 1959, the President of the defendant-corporation spoke- with Herminio Madera during lunchtime. The latter informed him that the property was for sale at $30.00 the square meter. Jorge Rosso — who represented the defendant-corporation' — accepted substantially the terms of the sale. On that occasion Riera notified Rosso that the parcel of land was for sale, but only oh condition that' a lump sum of $400,000 would be paid for it. The proposition was promptly accepted:
“3. Rosso notified-the vendors'that he could pay immediately the sum of $50,000 as advance payment, and the rest of the sum would be paid when'the corresponding deeds were signed. At that moment Riera as-well .as Maderá informed Rosso that they were married, and that the property belonged to the respective conjugal partnerships.- However, both vendors notified Rosso at that moment that they had previously consulted the transaction with their respective wives, and that they had expressed their conformance with the sale. Because of Rosso’s persistence that the agreement be final, a document was drafted which contained the terms of the transaction granted, which was signed by Riera, Madera,' and Rosso' before a Notary friend of Rosso who' was in- the latter’s office. The wives of the vendors were not- present in said act nor did they sign the d'ocurnent.
“4. The following night an ágent of the deferidant-corporatiori visited -the' residerice of Herminio Madera and spoke with him and his wife. Mrs'. Madera asked thé agent of the corporation; about the plans that the officials of the latter had in relation to the' parcel of land. Mrs. Madera, was, also, interested in knowing if the corporation; planned to construct an apartment building in-that property, so that she could acquire an apartment for her daughter. Approximately two weeks later Mrs.. Madera casually ran into the agent of the defendant-corporation and asked him about the transaction granted, and the date the sum for the property would be .paid.
“5. In the meantime, Eulogio Riera, who received from Rosso the check for $50,000 which the latter gave him in advance payment the night the transaction was effected, asked his wife to deposit that money in the bank account of a business she*630 directs. Mrs. Riera indorsed the check for $50,000, and deposited it in the aforesaid bank account.
“6. When the lawyers of the defendant-corporation began to take steps for the drafting of the deeds, they became aware of certain registration obstacles. For this reason, on various occasions Rosso and his lawyer met the vendors to smooth the way for clearing the title which was to be registered by the defendant-corporation. In the meantime, the value of the parcel of land rose vertiginously, to such an extreme that at the time of the trial the aforementioned property had a value of more than one million dollars for the defendant-corporation.
“7. Contemporaneously with the steps being taken by its lawyer, the defendant-corporation initiated steps to obtain the necessary financing for the construction works to be carried out in the parcel of land. The President of the corporation went to the State of Florida, and succeeded in convincing an investor to come to Puerto Rico to inspect the property. Later. Rosso went to Jamaica to effect identical steps. He took various steps before the Planning Board of Puerto Rico and before the Tourist Department to achieve his plans.
“8. Thus, on May 14, 1960, the officials of the defendant-corporation gave instructions to some workers to clean the area in issue. By request of Mrs. Madera the workers suspended their work because the latter told them that the property had not been sold. Two days later Mrs. Madera brought the present suit before the court and her husband as well as Riera and his wife were joined as defendants. She also sued the Metropolitan Construction Corporation. All the defendants, with the exception of the Metropolitan, consented to the suit right away. The corporation, however, brought a complaint against third-party alleging that it had been caused damages which should be compensated.”
Making reference to the provisions which require the express consent of the wife for the alienation of community property, the trial judge concluded that the transaction never had any force at law, since Mrs. Madera and Mrs. Riera did not give their express consent for the sale of the parcel of land. He rendered judgment, accordingly, declaring the contract above-copied void and null, and also granted the cross-claim against. coparty, and ordered Messrs. Madera
The crucial question involved, in the light of the findings of fact of the trial court, does not seem to have been considered by the trial court in making its conclusions of law. Having under consideration certain assumptions of ratification of the contract by the plaintiff wife, the court merely pronounced the nullity thereof, without attributing any legal effect to the acts mentioned.
1. Sections 91 and 1313 of the Civil Code, 31 L.P.R.A. §§ 284 and 3672, in acknowledging the authority of the husband as the administrator of the conjugal prop
2. It being established that the alienation of real property by the husband without the consent of the wife is ratifiable by the latter, let us examine briefly the nature of “express” consent to which §§91 and 1313 of the Civil Code, supra, refer. It is first necessary to clarify that the requisite does not refer to the notarial or registration point of view, for it is known that to produce its effects in this ambit it is indispensable to establish the intervention of the wife in the corresponding public deed or by means of any other document which gives legitimate access to the Registry of Property. We are considering now simply the contractual point of view, governed by the spiritualist system which underlies our Civil Code. Express does not mean that it necessarily has to be in writing, for if that were the case it would have been easy to indicate that a written consent was necessary. Cf. § 172 of the Civil Code of California, 6 West’s Annotated California Codes, p. 165. The scope of the provision can be
The conclusion we have reached, relieves us from • considering the errors assigned in the petitions for review filed by spouses Riera-Rodríguez Ema and Mr. Madera.
The judgment rendered by the Superior Court, San Juan Part, on July 3, 1962, will be reversed, and in its place judgment will be entered establishing that the contract of January 4, 1960, is valid, because it was duly ratified, and that the obligations which arise therefrom are enforceable.
“Sale. — In the city oí San Juan, Puerto Rico, on the fourth day of January of nineteen hundred and sixty. — Appear.—as part of the first party: Mr. Herminio Madera, of legal age, merchant, married to Joaquina Rodríguez Ema, and Mr. Eulogio Riera, of legal age, lawyer, married to Marta Rodríguez Ema, both residents of San Juan, P.R. — as part of the second party: The Metropolitan Construction Corporation, a corporation organized in accordance with the laws of the Commonwealth of Puerto Rico, and represented, in this case, by its President Jorge I. Rosso. — The parties state that they agreed to the purchase and sale of the property which is hereinafter described and which purchase takes place under the following clauses and conditions.
“First: — That Herminio Madera and Eulogio Riera, together with their respective wives, are owners of the following property:
“Parcel of land situated in the jurisdiction of Carolina, Puerto Rico, in the place known as Hato de Cangrejos Arriba, having an area of about three and a half cuerdas with the following boundaries: —on the North, the Atlantic Ocean; on the South, State Highway 57 which leads to Carolina; on the East, Arthur Henry Noble; and on the West, the Heirs of Rodríguez Ema.
“ — This parcel of land is entered at folio 128 of volume 66 of Carolina, property No. 2967, first entry.
“ — According to Madera and Riera this property is free of any encumbrance.
“ — Herminio Madera and Eulogio Riera SELL by means of the .present document and the Metropolitan Construction Corporation by representation of its President Jorge I. Rosso PURCHASES the above described property, subject to the following clauses and' conditions:
“ — (A) The selling price shall be the amount of four hundred thousand dollars ($400,000) of which the vendors receive in this act the sum of fifty thousand dollars ($50,000) and the balance of the deferred payment as soon as this act be made into a public deed.
“ — (B) The parties also agree that in case the parcel of land formerly described would not have an area, after making the survey, of 12,854 meters, this sale shall be rescinded and become void.
“ — The parties being informed of the contents of this document, they accept it wholly because it agrees with their wishes and instructions.
“ — In testimony whereof it is signed in San Juan, Puerto Rico, January 4, 1960.
“(Signed) Eulogio Riera. — Eulogio. Riera. — Herminio Madera. — Her-minio Madera. — Metropolitan Construction Corp. by Jorge I. Rosso:—
The joint interest of the spouses Madera-Rodríguez Ema is 42.86%, and that of the spouses Riera-Rodríguez Ema is 57.41%. The parcel of land was valued at $24,500 for the purposes of the division of a community which existed in relation to a property of greater area.
In the course of the suit, -Mr. Madera requested that he be'included as plaintiff as administrator of the conjugal partnership which he had constituted with the original plaintiff, “all without prejudicing the • fact that she continue with [sic] said coplaintiff.”
Madera and Riera having been joined as codefendants, it was a case of a cross-claim against coparty. -Rule 11.7 of the Rules of Civil Procedure.
The trial court goes further still: it declares the nullity as to the joint interest of the spouses Riera-Rodríguez Ema without the latter having requested it. Although it is indispensable to grant the. adequate remedy, according to Rule 44.3 of the Rules of Civil Procedure, it should be in a manner compatible with what is alleged and proved. González v. Heirs of Martin, 83 P.R.R. 737, 741 (1961).
Editor’s Note:
In the English version of 31 L.P.R.A. § 284, the phrase consentimiento expreso appears as'- “mutual consent,” and in § 3672 the same phrase is translated as “express consent.”
In general terms,, the Spanish legislation granted a limited intervention to the wife'as to property, even her own. Section 60 of the Civil Code grants the husband the representation of his wife and § 61 requires the marriage license so that the wife may (1) acquire for valuable..or lucrative consideration, (2) alienate her property, and (3) bind herself. Section 1413 formerly authorized ■ the husband to alienate or encumber the property qf the conjugal partnership, for valuable consideration without the consent of the wife. It is not until the approval of the Act of April 24, 1958, which amended the aforementioned § 1413, that the strictness is slackened by providing that the husband may bind, - for a consideration, the real estate of the conjugal partnership; “but he needs the consent of the'wife, or, in default thereof, judicial áuthorization by a well-founded request of the husband . ; . for acts on the disposal of real estate or commercial establishments.” The wife is also authorized., to request the judge, with respect to other property to grant certain precautionary measures when the acts of disposal. of the husband involve great risk for the conjugal partnership.
In the states where the consent of the wife is required for the alienation or disposal of community property, it is admitted that the subsequent ratification of the wife, be it express or by acts and conduct— on - occasions the doctrine of estoppel by conduct is referred to — hinders the attack thereof. Whiting v. Johnson, 390 P.2d 985, 988 (Wash. 1964); McGillivray v. Nielson, 192 P.2d 369, 370 (Wash. 1948); In re Horse Heaven Irr. Dist., 141 P.2d 400 (Wash. 1943); O’Connor v. Jackson, 74 Pac. 372 (Wash. 1903); McKay v. Darusmont, 115 P.2d 221 (Cal. 1941); Bush v. Rogers, 109 P.2d 379 (Cal. 1941); Rice v. McCarthy, 239 Pac. 56 (Cal.
. In the two cases which involve the release by one of the spouses of the limitation imposed on the dispositive authority of the other, to which we referred in footnote 5, the Spanish doctrine and jurisprudence admit that contracts executed without a marriage license can be ratified, Judgments of March 22, 1965 (49 Revista Derecho Privado 517), April 24, 1951 (34 Jur. Civ. 818, II), March 6, 1945 (10 Jur. Civ. 83, II), May 24, 1928 (183 Jur. Civ. 906), or without the uxorial consent required by the Act of April 24, 1958, which amends § 1413, Judgment- of March 13, 196,4 (48 Revista de Derecho Privado 545). As to this last one, Federico., de Castro states in his book Compendio de Derecho Civil (3d ed., 1966) tome I, vol. II-l, p. 280, that the consent to which § 1413 of the Spanish Civil Code refers “can be express or implied (facia concludentia) an4 supplied by ratification (§ 1259)”; and Bonet Ramón in Código Civil Comentado 1097 (Aguilar ed., 1962), says that “The ‘uxoris’ consent as every statement of consent which has no fixed form prescribed, can be express or implied, and may. be given before the .transaction, of disposal takes place, simultaneously with the execution of said transaction, or subsequent thereto.” See also, “En torno al artículo 1413 del Código Civil y cuestiones con él relacionadas”, 37 Revista Crítica de Derecho Inmobiliario 187 (1964), and “Protección del interés de la mujer en el patrimonio ganancial,” 12 Anuario de Derecho Civil 481 (1959).
2 Derecho Civil 554 (1911 ed.).
The ratification and confirmation present common characteristics and the same effect, but in strict law, the former consists in assuming the obligations which stem from a contract executed, not by the interested person personally, but by another person who had no representation' or went beyond the authority granted him; the latter consists of giving
In relation to acts of ratification or confirmation, see Méndez v. Registrar, 68 P.R.R. 288 (1948); Dooley v. Pantoja, 61 P.R.R. 619 (1943); Blanch v. Heirs of Del Moral, 57 P.R.R. 23 (1940); Ruiz v. Registrar, 40 P.R.R. 896 (1930); Ledesma et al. v. Agrait et al., 19 P.R.R. 541 (1913).
“Regarding this point, the evidence for the plaintiff only makes reference to a conversation between her and Salim in the latter’s house, during which Salim’s wife was present. Said conversation, as told by the plaintiff herself, was as follows:
‘Q. Where did Mr. Salim live ?
A. At Estrella Street.
Q. Was Mr. Salim alone?
A. With his wife.
Q. Did you find him there ?
A. Yes, sir.
Q. What happened in the interview ?
A. We again discussed the matter and then he told me: “Well, I would sell but my wife objects.” I answered: “I have entered into a contract with you and you offered it to me and I expect that you make a decision.” He answered: “She does not want to sell.” Then the lady
Q. Was she present?
A. Yes, sir.’ ”
At a hearing held in connection with a request for a restraining order Mrs. Madera accepted that the parcel of land “had been for sale for a long time” (Tr. Ev. 42), and that her husband had informed her in December or January of 1960 that “he had a buyer for that property.” (Tr, Ev. 67.)
Case-law data current through December 31, 2025. Source: CourtListener bulk data.