Background

• Eduardo J. Pellerano Nadal, founder of Autogermana, Inc., sued Ángel D. Guerrero Ortiz, Milagros Mena García, Seis y Once Corp. (SOC), and other corporate entities.
• Pellerano Nadal and SOC had entered into several agreements, including a Subscription Agreement (sales of shares, no arbitration clause) and a Stockholder’s Agreement (which had an arbitration clause on disputes arising under it).
• The dispute centers around the correct proportion of shares owned by each party in Autogermana, with allegations of a clerical error affecting share allocation.
• Guerrero Ortiz became the majority shareholder and removed Pellerano Nadal as president, allegedly in violation of shareholder agreements.
• After several rounds of pleadings, the defendants sought to compel arbitration on the dispute over share percentages, referencing the Stockholder’s Agreement.
• The trial court denied the motion to compel arbitration, finding the controlling contract (Subscription Agreement) lacked an arbitration clause; defendants sought certiorari review of this denial.

Issues

Key Cases Cited

• Medina Nazario v. McNeil Healthcare LLC, 194 DPR 723 (standards for certiorari and appellate discretion)
• IG Builders et al v. BBVAPR, 185 DPR 307 (nature and scope of certiorari relief)
• Rivera Figueroa v. Joe’s European Shop, 183 DPR 580 (appellate court’s discretion in certiorari petitions)
• Quiñones v. Asociación, 161 DPR 668 (strong Puerto Rican public policy favoring arbitration, but only when contractually agreed)
• VDE Corporation v. F & R Contractors, 180 DPR 21 (arbitration enforceability depends on specific written agreement to arbitrate)