
    Successors of Sobrino, Fernández & Co., Appellants, v. Registrar of San Juan, Respondent.
    Appeal from a Decision of the Registrar of Property Refusing to Record a Deed of Purchase and Sale.
    No. 388.
    Decided May 31, 1919.
    Attorney in Fact — Partnership—Liquidator..—When an attorney in fact is authorized to appoint a liquidator of the partnerships of which the principal is a member, with power to dispose of the properties of the said partnerships, he acts within the powers conferred upon him in authorizing the liquidator to sell the real property and rights of one of the said partnerships."
    Id. — Id.—Subdivision 2 of section 1362 of the Civil Code refers to an agent who purchases for himself; therefore it is not applicable to one who buys for a mercantile partnership of which he is a member.
    The facts are stated in the opinion.
    
      Mr. Damián Monserrat for the appellants.
    The respondent appeared by brief.
   Mr. Justice Audrey"

delivered the opinion of the court.

José Benito Sobrino y Rodriguez conferred power of attorney upon Benigno Fernández Pérez to form mercantile partnerships in his name and to appoint liquidators of them with full power to collect the assets, to pay the liabilities, to convert the properties into cash and to close up the partnerships.

In the exercise of that power Fernández executed a public deed on June 11, 1918, whereby, in his own name and in that of his principal, he appointed Félix Pérez y Pérez liquidator of the mercantile partnership of Sobrino & Fernández, composed of Sobrino and himself, empowering Pérez to sell the real property and real rights of the partnership, to represent "the liquidation in and out of court and to sign such public or private documents as he might deem necessary.

Some days later the said liquidator, as such, sold a property belonging to Sobrino & Fernández to the mercantile partnership of Successors of Sobrino, Fernández & Co. of which Benigno Fernández was the managing partner, and the Registrar of Property of San Juan, Section 1, refused to record the sale for the reasons stated in the following endorsement on the deed:

“The foregoing instrument is refused admission to record because the attorney in fact, Benigno Fernandez, has power only to-’ appoint a liquidator with such powers as may he deemed necessary to collect the assets, to pay the liabilities, to convert the properties of the partnership into cash and to close up the partnership, and' is not expressly authorized to sell the properties of Sobrino & Fer-nández, in Liquidation; therefore he could not lawfully delegate-such power to liquidator Félix Pérez y Pérez; and because, Be-nigno Fernández being a partner of both the vendor and the vendee partnerships, the doubt arises as to whether this constitutes a violation of subdivision 2 of section 2362 of the revised Civil Code, a cautionary notice having been entered. * * * ”

From that decision the 'vendee firm took the present appeal, praying this court to reverse it and order the record of the sale to be made.

José Benito Sobrino having authorized his attorney in-fact, Benigno Fernández, to appoint a liquidator of the partnership of which the principal was a member, with power to dispose of the properties of the said partnership, the attorney in fact acted within the powers conferred upon him in authorizing liquidator Félix Pérez y Pérez to sell the real property and real rights of the partnership of Sobrino & Fer-nández of which José Benito Sobrino was a member, because, as this court said in the case of the American Colonial Bank of Porto Rico v. The Registrar, 4 P. R. R. 272 (2nd ed.), in ordering that record be made of a sale of real property made by a liquidator with authority to dispose of the goods and other properties of all kinds belonging to a mercantile partnership, such conveyance is one of the means, in fact, the most adequate, to effect the liquidation thereof. In Quiñones v. Registrar of Property, 18 P. R. R. 126, we also ordered the record of the cancelation of a mortgage executed by a liquidating partnership, sustaining the view that this was one of the powers conferred upon liquidators by section 228 of the Code of Commerce. The case of Fantauzzi v. Vázquez et al., 22 P. R. R. 671, is somewhat similar to the case at bar as to the meaning of the words “realizable property.”

As to the second g’ronnd of the registrar’s decision, we believe that subdivision 2 of section 1362 of the Civil Code, on which it is based, is not applicable to this case, for although Benigno Fernández as managing partner of So-brino & Fernández is their agent, the'purchase was made by a mercantile partnership distinct from the natural person of Benigno Fernández, although he is one of its partners; therefore, in accordance with the jurisprudence established in Rosenstad & Waller, Inc., v. Registrar of Cagwas, 23 P. R. R. 269, in the absence of a statutory prohibition, express or implied, or of a manifestly immoral consequence, the principle of freedom of contract must prevail, whether the persons be natural or artificial.

The decision is reversed and the record of the instrument ordered.

Reversed.

Chief Justice Hernández and Justices Wolf, del Toro and Hutchison concurred.  