reglab/statecodes huggingface dataset:
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 311 - Emphyteutic Annuities (§§ 4211 — 4251) › Subchapter I - Provisions Referring to Emphyteusis (§§ 4211 — 4237) › § 4235 - Payments for improvements or deterioration upon forfeiture or rescission

In case of forfeiture, or in that of rescission of the contract of emphyteusis for any reason whatsoever, the legal owner must pay for the improvements which may have increased the value of the estate, provided such increase exist at the time of the restitution.
If the estate has deteriorated, through fault or negligence on the part of the emphyteuticary, the deterioration shall be set off against the improvements, and, insofar as they do not suffice, the emphyteuticary shall remain personally bound to pay for them, as well as for the pensions due and not prescribed.
History —Civil Code, 1930, § 1544.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 311 - Emphyteutic Annuities (§§ 4211 — 4251) › Subchapter I - Provisions Referring to Emphyteusis (§§ 4211 — 4237) › § 4236 - Reversion of estate to legal owner

In the absence of testamentary heirs, descendants, ascendants, a surviving spouse, and relatives within the sixth degree of the last emphyteuticary, the estate shall revert to the legal owner in the condition in which it may exist, unless the emphyteuticary had disposed of it in another manner.
History —Civil Code, 1930, § 1545.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 311 - Emphyteutic Annuities (§§ 4211 — 4251) › Subchapter I - Provisions Referring to Emphyteusis (§§ 4211 — 4237) › § 4237 - Sub-emphyteusis invalid

The contract of sub-emphyteusis shall not be valid in the future.
History —Civil Code, 1930, § 1546.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 311 - Emphyteutic Annuities (§§ 4211 — 4251) › Subchapter II - Other Contracts Analogous to That of Emphyteusis (§ 4251) › § 4251 - Provisions governing analogous charges

Charges of a similar character which may be established after the promulgation of this Code, should they be for an unlimited time, shall be governed by the provisions established for emphyteusis in the preceding subchapter.
Should they be temporary or for a limited period, they shall be considered as leases and shall be governed by the provisions relating to such contracts.
History —Civil Code, 1930, § 1547.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 313 - Transferable Annuities (Censos Consignativos) › § 4261 - Determination of pension payable in fruits

When the payment of the pension of the transferable annuity is stipulated in fruits, the species, quantity, and quality of the same must be fixed, and cannot consist of an aliquot part of those which the estate charged with the annuity may produce.
History —Civil Code, 1930, § 1548.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 313 - Transferable Annuities (Censos Consignativos) › § 4262 - Redemption of transferable annuity

The redemption of a transferable annuity shall consist in the return to the annuitant in cash and in full of the principal paid for the constitution of the annuity.
History —Civil Code, 1930, § 1549.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 313 - Transferable Annuities (Censos Consignativos) › § 4263 - Right of annuitant when estate subject to real action

When a real action is proper against an estate, charged with an annuity, for the payment of pensions, if what remains of the value of the same is not sufficient to cover the principal of the annuity and twenty-five (25) percent in addition, the annuitant may oblige the person paying the annuity, at the latter’s option, to redeem the annuity or to complete the guarantee or to abandon the remainder of the estate in favor of the former.
History —Civil Code, 1930, § 1550.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 313 - Transferable Annuities (Censos Consignativos) › § 4264 - Other cases in which value of estate is insufficient

The annuitant may also make use of the right mentioned in § 4263 of this title in the other cases in which the value of the estate should be insufficient to cover the principal of the annuity, and twenty-five (25) percent in addition if any of the following circumstances exist:
(1) If the value of the estate should have decreased by the fault or negligence of the person paying the annuity.
In such case the latter shall also be liable for losses and damages.
(2) When the person paying the annuity has failed to pay the pensions for two (2) consecutive years.
(3) When the person paying the annuity may have been declared a bankrupt or insolvent.
History —Civil Code, 1930, § 1551.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 315 - Reservative Annuities (§§ 4281 — 4284) › § 4281 - Appraisal of estate required for reservative annuities

Reservative annuities cannot be validly constituted unless preceded by an appraisement of the estate by an estimate agreed to by the parties or upon a just expert appraisal.
History —Civil Code, 1930, § 1552.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 315 - Reservative Annuities (§§ 4281 — 4284) › § 4282 - Redemption

The redemption of this annuity shall take place by the person who pays it, delivering to the annuitant in cash and in full the principal which may have been fixed in accordance with § 4281 of this title.
History —Civil Code, 1930, § 1553.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 315 - Reservative Annuities (§§ 4281 — 4284) › § 4283 - Determination of pension payable in fruits

The provisions of § 4261 of this title are applicable to reservative annuities.
History —Civil Code, 1930, § 1554.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VII - Annuities (Censos) › Chapter 315 - Reservative Annuities (§§ 4281 — 4284) › § 4284 - Redemption or abandonment by debtor

In the cases prescribed in §§ 4263 and 4264 of this title, the debtor of the reservative annuity can only be obliged to redeem the annuity or to abandon the estate in favor of the annuitant.
History —Civil Code, 1930, § 1555.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4311 - Partnership defined

Partnership is a contract by which two or more persons bind themselves to contribute money, property or industry to a common fund, with the intention of dividing the profits among themselves.
History —Civil Code, 1930, § 1556.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4312 - Objects and interests; profits on dissolution of illicit partnership

Partnerships must have licit objects, and must be established for the common interests of the partners.
When the dissolution of an illicit partnership is declared, the profits shall be devoted to the charitable institutions of the domicile of the partnership, and, in their absence, to those of the Commonwealth of Puerto Rico.
History —Civil Code, 1930, § 1557.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4313 - Establishment of civil partnerships

Civil partnerships may be established in any form whatever, unless when real property or property rights should be contributed to the same, in which case a public instrument shall be necessary.
History —Civil Code, 1930, § 1558.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4314 - Inventory of real property required for articles of copartnership

Articles of copartnership are void, if real property is contributed to the same, if an inventory of said property is not made, signed by the parties, and which must be attached to the instrument.
History —Civil Code, 1930, § 1559.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4315 - Personality of partnerships whose articles are secret

Partnerships, the articles of which are kept secret among the partners, and in which each one of the latter may contract in his own name with third persons, shall have no judicial personality.
This kind of partnership shall be governed by the provisions relating to property held in common.
History —Civil Code, 1930 § 1560.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4316 - Forms of civil partnerships

Civil partnerships, on account of the objects to which they are devoted, may adopt all the forms accepted by § 1001 of Title 10. In such case its provisions shall be applicable insofar as they do not conflict with those of this title.
History —Civil Code, 1930, § 1561.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4317 - General or particular partnerships

Partnerships are general or particular.
History —Civil Code, 1930, § 1562.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4318 - Forms of general partnerships

General partnerships may consist of all the present property or of the profits.
History —Civil Code, 1930, § 1563.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4319 - General partnerships of present property

Partnerships which include all the present property are those in which the parties contribute all the property which actually belongs to them to a common fund, with the intention of dividing the same among themselves, as well as all the profits they may acquire therefrom.
History —Civil Code, 1930, § 1564.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4320 - General partnerships of present property—Property and profits

In general partnerships of all present property, what belongs to each of the partners becomes the common property of all the partners, as well as all the profits which they may acquire therewith.
An agreement for the division of any other profits may also be made, but the property which the partners acquire subsequently by inheritance, legacy, or gifts, shall not be included in the same, but the fruits of said property may be.
History —Civil Code, 1930, § 1565.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4321 - General partnerships of profits

General partnerships of profits include all that the partners may acquire by their industry or work during the continuation of the partnership.
Personal or real property which each of the partners may possess at the time of the celebration of the agreement shall continue to be their private property, the usufruct only passing to the partnership.
History —Civil Code, 1930, § 1566.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4322 - Articles of general partnership not specifying nature

Articles of general copartnership executed without specifying its nature only constitute a general partnership of profits.
History —Civil Code, 1930, § 1567.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4323 - Persons disqualified to contract general partnership

Persons who are forbidden to mutually grant each other gifts or advantages cannot contract among themselves a general partnership.
History —Civil Code, 1930, § 1568.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 319 - General Provisions (§§ 4311 — 4324) › § 4324 - Object of particular partnership

A particular partnership has for its object specified things only, their use or profits, or a specified undertaking, or the exercise of a profession or art.
History —Civil Code, 1930, § 1569.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4341 - When partnership begins

A partnership begins from the moment of the making of the agreement, if not otherwise stipulated.
History —Civil Code, 1930, § 1570.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4342 - Term of partnership

A partnership continues during the time agreed upon; in the absence of an agreement, for such time as the business which has been the exclusive object of the partnership may last, if by its nature it has a limited duration; and in any other case during the lives of the partners, without prejudice to the rights reserved to them by § 4391 of this title and to the provisions of § 4395 of this title.
History —Civil Code, 1930, § 1571.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4343 - Partners debtors for contribution

Every partner is a debtor of the partnership for whatever he has promised to contribute thereto.
He is also bound to eviction with regard to the specified and determined things he may have contributed to the partnership in the same cases and in the same manner as a vendor is bound with regard to the vendee.
History —Civil Code, 1930, § 1572.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4344 - Interest on debt of partner

A partner who has bound himself to contribute a sum of money and fails to do so is at law a debtor for the interest thereon, from the day on which he should have contributed the same, without prejudice to indemnifying furthermore for the damages he may have caused thereby.
The same shall take place with regard to amounts he may have taken from the common funds, and interest shall be earned from the day on which he took them for his private use.
History —Civil Code, 1930, § 1573.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4345 - Indebtedness of partner giving services

A partner who gives his services but contributes no capital owes to the partnership the profits which, during its existence, he may have earned in a branch of the industry which is the object of the partnership.
History —Civil Code, 1930, § 1574.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4346 - Disposition of sums collected from debtor of partner and of partnership

If a partner who is authorized to manage collects a demandable sum, which was owed to him in his own name, from a person who owed the partnership another sum, also demandable, the sum collected shall be charged to the two (2) credits in proportion to their amounts, even when he may have given a receipt for his own account only; but should he have given it on account of the common funds, it shall all be charged to the credit of the latter.
The provisions of this section are understood without prejudice to the debtor using the privilege granted to him in § 3176 of this title, but only in the case the personal credit of the partner is more burdensome to him.
History —Civil Code, 1930, § 1575.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4347 - Obligation of partner receiving his share of credit if debtor later becomes insolvent

A partner who has received in full his share of a partnership credit, when the other partners had not collected theirs, is obliged, if the debtor afterwards becomes insolvent, to contribute to the partnership capital what he received, even though he may have given the receipt for his share only
History —Civil Code, 1930, § 1576.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4348 - Liability of partner for losses and damages

Every partner shall be liable to the partnership for the losses and damages suffered by it through his fault, and he cannot compensate them with the benefits which he may have given to the partnership by his services.
History —Civil Code, 1930, § 1577.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4349 - Risk of things contributed to partnership

The risk of things, certain and specified, which are not perishable, contributed to the partnership in order that only their use and fruit be common, shall be borne by the partner owning them.
If the things contributed are perishable, or if they cannot be kept without deteriorating, or if they were contributed to be sold, the risk shall be borne by the partnership. It shall also be borne by the same in the absence of a special agreement with regard to the things contributed and appraised in the inventory, and, in such case, the claim shall be limited to the value at which they were appraised.
History —Civil Code, 1930, § 1578.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4350 - Liability of partnership to partners for disbursements and obligations

The partnership is liable to every partner for the amounts he may have disbursed on account of the same and for the proper interest; it shall also be liable to every partner for the obligations he may have contracted in good faith by reason of the partnership business, and for risks inseparable from its management.
History —Civil Code, 1930, § 1579.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4351 - Losses and profits—Distribution; shares of partners

The losses and profits shall be distributed in accordance with what has been agreed upon. If an agreement exists only with regard to the share of each one in the profits, his share in the losses shall be in the same proportion.
In the absence of an agreement, the share of each partner in the profits and losses shall be in proportion to what he may have contributed. The partner who contributes his services only shall receive a share equal to the one who has contributed the least. If besides his services he should have contributed capital, he shall also receive the proportional share which may pertain to him for this capital.
History —Civil Code, 1930, § 1580.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4352 - Losses and profits—Designation of shares by third person

If the partners have agreed to intrust to a third person the designation of the share of each one in the profits and losses, said designation can be impugned only if it has evidently been made contrary to equity. In no case shall the partner, who has commenced to execute the decision of the third person or who has not impugned the same within a period of three (3) months, counted from the time he had knowledge thereof, object thereto.
The designation of the losses and profits cannot be intrusted to one of the partners.
History —Civil Code, 1930, § 1581.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4353 - Losses and profits—Agreements excluding partner

An agreement in which one or more of the partners are excluded from any share in the profits or losses is void.
Only the partner contributing his services but no capital may be exempted from any liability in the losses.
History —Civil Code, 1930, § 1582.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4354 - Powers of managing partner

The partner who has been appointed manager in the articles of copartnership may execute all administrative acts, notwithstanding the opposition of his partners, unless he should act in bad faith; and his power is irrevocable without legitimate cause.
A power executed after the agreement, without there having been stipulated therein that it should be conferred, may be revoked at any time.
History —Civil Code, 1930, § 1583.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4355 - Attributes when two or more partners entrusted with management

If two or more partners have been entrusted with the management of the partnership without their duties having been fixed, or without a statement having been made that one of them shall not act without the consent of the others, each one may severally exercise all acts of administration; but any of them may oppose the acts of the others before they have produced any legal effect.
History —Civil Code, 1930, § 1584.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4356 - Agreement requiring consent of all managing partners

In case it should have been agreed that some of the managing partners are not to act without the consent of the others, the consent of all shall be necessary for the validity of the acts; and the absence or incapacity of any one of them cannot be alleged unless there should be imminent danger of a serious or irreparable injury to the partnership.
History —Civil Code, 1930, § 1585.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4357 - Rules in absence of agreement as to form of management

Should no agreement have been made with regard to the form of management, the following rules shall be observed:
(1) All the partners shall be considered agents, and whatever any one of them may do by himself shall bind the partnership; but each one may oppose the act of the others before they may have produced any legal effect.
(2) Every partner may make use of the things which make up the partnership capital, according to the customs of the country, provided he does not do so against the interest of the partnership or in such manner as to prevent the use thereof to which his copartners are entitled.
(3) Every partner may force the others to defray together with him the expenses necessary for the preservation of the things owned in common.
(4) None of the partners can, without the consent of the others, make any alteration in the partnership real property, even should he allege that it is useful to the partnership.
History —Civil Code, 1930, § 1586.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter I - Obligations of Partners Among Themselves (§§ 4341 — 4358) › § 4358 - Right of partner to associate another person in his share

Every partner may associate another person in his share, but said person shall not enter the partnership without the unanimous consent of the other partners, even when the former is the manager.
History —Civil Code, 1930, § 1587.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter II - Obligations of Partners With Regard to Third Persons (§§ 4371 — 4373) › § 4371 - Liability of partnership for acts of a partner

In order that the partnership may be liable to a third person for the acts of one of the partners, it is necessary:
(1) That the partner should have acted as such for the account of the partnership.
(2) That he should have the power to bind the partnership by virtue of an express or implied authority.
(3) That he may have acted within the limits of his power or authority.
History —Civil Code, 1930, § 1588.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter II - Obligations of Partners With Regard to Third Persons (§§ 4371 — 4373) › § 4372 - Partners not jointly bound for debts of partnership; liability for acts of partner in own name; special partnerships

The partners shall not be jointly and severally liable for the partnership’s debts, and no one can hold the other liable for a personal act, if the power to do so has not been conferred on him.
The partnership shall not be held liable to a third party for acts that a partner has performed in his own name or without the partnership’s authority to do so; but it is liable to the partner in whatever way said acts have resulted in benefit thereof.
The provisions of this section are understood to be without prejudice of what is established in Rule 1 of § 4357 of this title.
Notwithstanding the provisions in any other part of this Code, the partners who form a “special partnership” created under applicable laws in force, and in compliance with all the requirements of Supplement “P” of Chapter 3 of Act No. 91 of June 29, 1954, as amended, known as the “Income Tax Act of 1954”, or Subchapter K of Chapter 3 of Act No. 120 of October 31, 1994, known as the “Puerto Rico Internal Revenue Code of 1994”, and which state so in their name with the Spanish acronym “S.E” after the name of the partnership, shall not be liable with their personal patrimony for the debts and obligations of the partnership beyond their contribution to the special partnership, in the event that the partnership’s patrimony is insufficient to cover the same. Nothing of the herein provided shall be construed to limit the obligations of a partner for his/her personal actions.
History —Civil Code, 1930, § 1589; Sept. 27, 1985, No. 3, p. 832; July 19, 1997, No. 37, § 1.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 321 - Obligations of Partners (§§ 4341 — 4373) › Subchapter II - Obligations of Partners With Regard to Third Persons (§§ 4371 — 4373) › § 4373 - Preference of creditors of partnership; attachment of share by creditors of partner

The creditors of the partnership shall be preferred to the creditors of each partner with regard to the partnership property. Without prejudice to this right, the private creditors of each partner may demand the attachment and sale at auction of the latter’s share in the partnership capital.
History —Civil Code, 1930, § 1590.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 323 - Manner of Dissolving Partnership (§§ 4391 — 4399) › § 4391 - Partnership, how extinguished

A partnership is extinguished:
(1) When the term for which it was constituted expires.
(2) When the thing is lost, or the business for which it was constituted ends.
(3) By the natural death or insolvency of any of the partners, and in the case foreseen in § 4373 of this title.
(4) By the will of any of the partners, subject to the provisions of §§ 4396 and 4398 of this title.
The partnerships referred to in § 4316 of this title are excepted from the provisions of subsections (3) and (4) of this section, in the cases in which they should exist, according to §§ 1001 et seq. of Title 10.
History —Civil Code, 1930, § 1591; Jan. 10, 1998, No. 17, § 13.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 323 - Manner of Dissolving Partnership (§§ 4391 — 4399) › § 4392 - Loss of specific thing

If a specific thing, which a partner had promised to contribute to the partnership, perishes before the delivery has been effected, its loss produces the dissolution of the partnership.
A partnership shall also be dissolved, in any case, by the loss of the thing, when the partner who contributes it reserves to himself the ownership thereof and transfers to the partnership the use or enjoyment of the same only.
But the partnership shall not be dissolved by the loss of the thing when this loss occurs after the ownership thereof has been acquired by the partnership.
History —Civil Code, 1930, § 1592.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 323 - Manner of Dissolving Partnership (§§ 4391 — 4399) › § 4393 - Extension of duration of partnership

A partnership established for a specified time may be extended by the consent of all the partners.
The consent may be express or implied and it may be proven by the ordinary means.
History —Civil Code, 1930, § 1593.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 323 - Manner of Dissolving Partnership (§§ 4391 — 4399) › § 4394 - Extension before and after expiration of term

If the partnership is extended after the expiration of its term, it is understood that a new partnership is established. If it is extended before the expiration of the term, the original partnership continues.
History —Civil Code, 1930, § 1594.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 323 - Manner of Dissolving Partnership (§§ 4391 — 4399) › § 4395 - Continuation after death of partner

A stipulation is valid which provides that on the death of one of the partners the partnership shall continue among the survivors. In such case the heir of the deceased shall only be entitled to have a division made, fixing it on the day of the death of his constituent; and he shall participate in the subsequent rights and obligations only insofar as they are a necessary consequence of what has been done before said day.
If the stipulation should be that the partnership shall continue with the heir, it shall be enforced without prejudice to the provisions of subsection (4) of § 4391 of this title.
History —Civil Code, 1930, § 1595.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 323 - Manner of Dissolving Partnership (§§ 4391 — 4399) › § 4396 - Dissolution by will or withdrawal of partner

The dissolution of the partnership by the will or withdrawal of one of the partners shall only take place when a term for its duration has not been fixed, or if this term does not appear from the nature of the business.
In order that the withdrawal may be of effect, it must be made in good faith at the proper time; notice thereof shall also be given to the other partners.
History —Civil Code, 1930, § 1596.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 323 - Manner of Dissolving Partnership (§§ 4391 — 4399) › § 4397 - Withdrawal in bad faith; inopportune time

A withdrawal is in bad faith when the person who makes it proposes to appropriate to himself alone the benefits which should be common. In such case the person who renounces it does not free himself from liability to his partners, and they shall have the power to exclude him from the partnership.
A withdrawal shall be presumed as not made at the proper time when, the things not being integral, the partnership is interested in delaying its dissolution. In such case the partnership shall continue until the conclusion of the pending transactions.
History —Civil Code, 1930, § 1597.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 323 - Manner of Dissolving Partnership (§§ 4391 — 4399) › § 4398 - When dissolution not demandable

No partner can demand the dissolution of a partnership which, either by a provision of the articles or by the nature of the business, has been constituted for a specified time unless there should exist sufficient reason, such as when one of the partners fails to comply with his obligations, or when he becomes incapacitated for the partnership business, or any other similar cause, in the judgment of the courts.
History —Civil Code, 1930, § 1598.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART VIII - Partnership (§§ 4311 — 4399) › Chapter 323 - Manner of Dissolving Partnership (§§ 4391 — 4399) › § 4399 - Rules governing distribution among partners

The distribution among the partners shall be governed by the rules for inheritances, with regard to its form as well as to the obligations arising therefrom. The partner contributing his services only shall not be given any part of the property contributed, but only its fruits and profits, in accordance with the provisions of § 4351 of this title, unless the contrary has been expressly stipulated.
History —Civil Code, 1930, § 1599.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4421 - Agency defined

By the contract of agency, a person binds himself to render some service, or to do something for the account or at the request of another.
History —Civil Code, 1930, § 1600.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4421a - Durable power of attorney—Definition

A durable power of attorney is an instrument made by public deed for the administration of property and for any other matter, expressly containing a provision establishing that the same shall become valid and remain effective even after the principal becomes or is adjudicated incapacitated by a court. The notary shall be required to include in the durable power of attorney a statement warning the principal of the nature and consequences of the durable power of attorney he/she intends to execute.
History —Civil Code, 1930, added as § 1600A on Jan. 18, 2012, No. 25, § 1.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4421b - Description of the real property of the principal in the durable power of attorney

In the event that the durable power of attorney provides for the alienation of one or more real properties of which the principal is the owner, in whole or in part, a description thereof shall be included therein. The real property of which the Principal is the owner, in whole or in part, and that constitutes his/her homestead shall also be identified. If the principal wishes that the power includes any property acquired after the execution thereof, it shall thus be stated in the document. The principal may exclude from such authorization any property or action that he/she wishes.
History —Civil Code, 1930, added as § 1600B on Jan. 18, 2012, No. 25, § 2.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4421c - When the principal becomes incapacitated

By virtue of the provisions of § 4421a of this title, when the principal becomes incapacitated or is adjudicated incapacitated by a court, the agent may exercise all the duties and powers granted in the durable power of attorney. However, in the case of the principal’s homestead property, the agent may only dispose of, encumber, or alienate said property, equipment, and furnishings if authorization from the appropriate court is previously obtained.
History —Civil Code, 1930, added as § 1600C on Jan. 18, 2012, No. 25, § 3.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4421d - Applicability of other provisions of the Code

All other provisions of the Code pertaining to a power contract shall apply to a durable power of attorney, provided, that such provisions are not inconsistent with the provisions of §§ 4421a-4421c of this title.
History —Civil Code, 1930, added as § 1600D on Jan. 18, 2012, No. 25, § 4.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4422 - Express or implied

An agency may be express or implied.
An express agency may be given by a public or private instrument and even by parol.
The acceptance may also be express or implied, the latter being inferred from the acts of the agent.
History —Civil Code, 1930, § 1601.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4423 - Presumption of gratuitous agency or of obligation of compensation

In the absence of an agreement to the contrary, the agency is presumed to be gratuitous.
Nevertheless, if the agent has for an occupation the performance of services of the kind to which the agency refers, the obligation of compensating him is presumed.
History —Civil Code, 1930, § 1602.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4424 - General and special agency defined

Agency is general or special.
The former includes all the business of the principal.
The latter, one or more specific transactions.
History —Civil Code, 1930, § 1603.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4425 - Agency stated in general terms; express commission; power to compromise

An agency stated in general terms only includes acts of administration.
In order to compromise, alienate, mortgage, or to execute any other act of strict ownership, an express commission is required.
The power to compromise does not give authority to place the matter in the hands of arbitrators or amicable compromisers.
History —Civil Code, 1930, § 1604.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4426 - Scope of authority cannot be exceeded

An agent cannot exceed the scope of his authority.
History —Civil Code, 1930, § 1605.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4427 - Scope of authority cannot be exceeded—When not considered exceeded

The scope of the authority shall not be considered as exceeded if it should be fulfilled in a manner more advantageous for the principal than that specified by him.
History —Civil Code, 1930, § 1606.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4428 - Emancipated minor as agent

An emancipated minor can be an agent; but the principal shall only have an action against him in accordance with the provisions regarding the obligations of minors.
History —Civil Code, 1930, § 1607.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 327 - Character, Form, and Kinds of Agency (§§ 4421 — 4429) › § 4429 - Agent acting in own name

When an agent acts in his own name, the principal shall have no action against the persons with whom the agent has contracted, nor the said persons against the principal.
In such case, the agent is directly liable to the person with whom he has contracted, as if the transaction were his own. The case involving things belonging to the principal is excepted.
The provision of this section shall be understood without prejudice to actions between principal and agent.
History —Civil Code, 1930, § 1608.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 329 - Obligations of Principal (§§ 4441 — 4449) › § 4441 - Obligation and liability upon acceptance of agency; death of principal

An agent by his acceptance remains bound to fulfill the agency and shall be liable for the losses and damages caused to the principal through his noncompliance.
He must also finish business already begun on the death of the principal, when there is any danger in delay.
History —Civil Code, 1930, § 1609.
2023 Laws of Puerto Rico › TITLE THIRTY-ONE - Civil Code (§§ 1 — 5305) › Subtitle 4 - Obligations and Contracts (§§ 2991 — 5305) › PART IX - Agency (§§ 4421 — 4488) › Chapter 329 - Obligations of Principal (§§ 4441 — 4449) › § 4442 - Instructions of principal to be observed

In complying with the agency, the agent shall follow the instructions of the principal.
In their absence, he shall do all that which, according to the character of the business, would be done by a good father of a family.
History —Civil Code, 1930, § 1610.