2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 1 - Regulation of Business Generally (§§ 1 — 998q) › Chapter 37 - Uniform Securities Act (§§ 851 — 898) › Subchapter IV - General Provisions (§§ 881 — 898) › § 890 - Civil liabilities

(a) Any person who:
(1) Offers or sells a security in violation of § 861(a), 871, or 885(b) of this title, or of any rule or order under § 883 of this title which requires the affirmative approval of sales literature before it is used, or of any condition imposed under § 874(d), 875(g), or 875(h) of this title, or
(2) offers or sells a security by means of a false statement of a material fact or omitting to state a material fact needed to prevent that any statement made, in the light of the circumstances under which it was made, leads to misunderstanding (the buyer not knowing of the falsehood or omission), and does not suppport the burden of proof that he did not know, and in exercising reasonable prudency could not have known of the falsehood or omission, shall be liable to the person who buys the security, who may file suit to recover the price paid for the security, in addition to the interest at the rate applicable to judicial awards as provided by the regulations approved to such effects the Financing Board created by §§ 2001 et seq. of Title 7, starting on the date in which the payment, costs and reasonable Attorney’s fees were made less the sum of any income received on, upon the tender of the security, or for damages if he no longer owns the security. Damages are the amount that would be recoverable upon returning the security, less its price when the buyer disposed of it plus interest at the rate applicable to judicial awards as provided through regulations approved to such effects by the Financing Board created by §§ 2001 et seq. of Title 7, as of the date such security was disposed of.
(b) Every person who directly or indirectly controls a seller liable under subsection (a), every partner, officer, or director of such a seller, every person occupying a similar status or performing similar functions, every employee of such a seller who materially aids in the sale, and every broker-dealer or agent who materially aids in the sale are also liable jointly and severally with and to the same extent as the seller, unless the non-seller who is so liable sustains the burden of proof that he did not know, and in exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.
(c) Any tender specified in this section may be made at any time before entry of judgment.
(d) Every cause of action under this statute survives the death of any person who might have been a plaintiff or defendant.
(e) No person may bring a civil suit pursuant to the provisions of this section more than two (2) years after the sale contract has been executed. A person may not bring a civil suit pursuant to the provisions of this section:
(1) If the buyer received a written offer before the suit and when he still owned the security, to refund the price paid plus interest at the rate applicable to judicial awards, as provided by the regulations approved to such effects by the Financing Board created by §§ 2001 et seq. of Title 7, as of the date the payment was made, less the amount of any income earned on the security, and he failed to accept the offer within thirty (30) days from its receipt, or
(2) if the buyer received such an offer before the suit, and when he was no longer the owner of the security unless he had rejected the offer in writing within thirty (30) days of its receipt.
(f) No person who has made or engaged in the performance of any contract in violation of any provision of this chapter or any rule or order hereunder, or who has acquired any purported right under any such contract with knowledge of the facts by reason of which its making or performance was in violation, may base any suit on the contract.
(g) Any condition, stipulation, or provision binding any person acquiring any security to waive compliance with any provision of this chapter or any rule or order hereunder is void.
(h) The rights and remedies provided by this chapter are in addition to any other rights or remedies that may exist at law, but this chapter does not create any cause of action not specified in this section or § 862(e) of this title.
History —June 18, 1963, No. 60, p. 128, § 410; Aug. 28, 1991, No. 77, § 8.