31 P.R. Laws Ann. § 3391

Law changed since Act 55-2020 repealed former § 3391 effective November 28, 2020; the consent, object, and cause rule now appears in § 9771.

Section 3391’s contract requirements can be satisfied by an employee’s acceptance of an employer’s offer to arbitrate a grievance.

De Arellano v. American Airlines, Inc. · filed 1997-02-27

This Court adds that Plaintiff simply entered into a valid personal arbitration contract when he accepted to arbitrate the matter of his termination pursuant to the grievance agreement established by American Airlines, Inc. ... Compliance with all requisites of a contract is met under Puerto Rican law, Articles 1213 and 1214 of the Civil Code, P.R.Laws Ann. tit. 31, §§ 3391, 3401.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite object, and cause for a valid contract.

Puerto Rico Electric Power Authority v. Action Refund · filed 2007-03-30

Under Puerto Rico law, a valid contract exists if there is (1) consent of the parties; (2) a “definite object” of the contract; and (3) cause for the obligation or consideration. P.R. Laws Ann. tit. 31, § 3391. ... Accordingly, the Court holds there exists mutual cause, and all three prongs for the creation of a valid contract are met.

Law changed since Same change as noted above.

Section 3391 requires a contract to have a definite and legal object, consideration, and consent.

Rojas-Buscaglia v. Taburno-Vasarhelyi · filed 2016-08-05

Pursuant to Puerto Rico law, a contract has three elements: a definite and legal object, consideration, and consent.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite object, and a cause for the obligation to form an enforceable contract.

Disaster Solutions LLC v. City of Santa Isabel · filed 2021-12-17

Under Puerto Rico law,2 to establish that an enforceable contract exists, a plaintiff must show (1) that the contracting parties consented to enter the contract; (2) "[a] definite object which may be the subject of the contract"; and (3) "[t]he cause for the obligation which may be established." See P.R. Laws Ann. tit. 31, § 3391.

Law changed since Same change as noted above.

Section 3391 requires consent, an object, and consideration for a contract; evidence of those elements can create a material dispute over whether a contract exists.

Radiology Institute & Imaging Center, Inc. v. North American Philips Corp. · filed 1997-02-27

Contract requires three elements under the civil code: consent (“consentimiento”), object (“objeto”), and consideration (“causa”). See P.R. Laws Ann. tit. 31, § 3391 (1990). ... Reviewing the “Gyrosean Quotation,” dated February 16, 1987, we find it sufficient to create a material dispute regarding the existence of a contract between Radiology and NAPC. The parties’ consent is reflected by their signatures, the object is the S-5, which is being given in exchange for valuable consideration.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite object, and cause for a valid contract.

Soto-Alvarez v. American Investment & Management Co. · filed 2008-06-25

Under Puerto Rico law, the elements of a valid contract are the following: (1) the consent of the contracting parties; (2) a definite object of the contract; and (3) the cause for the obligation. P.R. Laws Ann. tit. 31, § 3391. ... The evidence in the record shows that the arbitration agreement between the parties is a valid contractual obligation under Puerto Rico law, and Plaintiff has presented no arguments to the contrary.

Law changed since Same change as noted above.

Section 3391 requires a contract to have consent, a definite lawful object, and consideration; a settlement with a specified amount and supporting calculations satisfies the definiteness requirement.

Citibank Global Markets, Inc. v. Santana · filed 2009-07-17

Unlike the construction of a television center, which can involve many permutations of equipment quality and quantity, the settlement agreement did not fail for indefiniteness or contain the same level of ambiguity in a key term.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite object, and a cause for the obligation to form a valid contract.

Jorge-Colon v. Mandara Spa Puerto Rico, Inc. · filed 2010-02-18

Under Puerto Rico law, “the elements of a valid contract are the following: (1) the consent of the contracting parties; (2) a definite object of the contract; and (3) the cause for the obligation.” Id. (citing P.R. Laws Ann. tit. 31, § 3391). ... As such, there is a valid agreement to arbitrate, voluntarily agreed to by Mandara and Plaintiff.

Law changed since Same change as noted above.

Section 3391 requires consent, an object, and a cause for the obligation to form a valid contract.

Bianchi-Montana v. Crucci-Silva · filed 2010-06-30

Under Puerto Rico law, there are three requirements for a valid contract: (1) the consent of the contracting parties; (2) an object of the contract; and (3) the cause for the obligation. ... The Court finds it plausible based on the record at this stage of pleadings that Nazor, APGM, and Bianchi entered into a valid contract for the stipulated compensation.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite object, and cause for a valid contract.

Caguas Satellite Corp. v. Echostar Satellite LLC · filed 2011-11-08

Under Puerto Rico law, the elements of a valid contract are the following: (1) the consent of the contracting parties; (2) a definite object of the contract; and (3) the cause for the obligation. P.R. Laws Ann. tit. 31, § 3391. ... Therefore, under Puerto Rico law, a valid contract to arbitrate exists between plaintiff Caguas Satellite and defendants DISH.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite object, and a cause for a contract to exist.

Cortes v. Sony Corp. of America · filed 2015-06-10

Under Puerto Rico law, there is no contract unless there is: (1) consent of the contracting parties; (2) a definite object which may be the subject of the contract; and, (3) the cause for the obligation which may be established. P.R. Laws Ann. tit. 31, § 3391. ... Turning to the facts of the present case, it is clear that, as pleaded, a valid contract exists between the parties.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite object, and cause for a valid contract.

Yacht Caribe Corp. v. Carver Yacht LLC · filed 2017-08-23

A valid contract under Puerto Rico law must have three elements: (1) consent of the contracting parties; (2) a definite object which may be the subject of contract; and (3) cause for the obligation that is being established. P.R. Laws Ann. tit. 31, § 3391. ... Plaintiffs have failed to set forth any evidence of Defendants’ consent to enter into any contract, much less any written corroboration of .a commercial contract. As a result, the Court must conclude that there is no enforceable contract between the parties.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite lawful object, and consideration for a contract; unresolved settlement terms can prevent the required consent.

Vitalife, Inc. v. Omniguide, Inc. · filed 2018-11-21

Article 1213 of the Puerto Rico Civil Code provides that "a contract has three elements: consent, a definitive (and legal) object, and consideration." ... The record demonstrates that although the parties stood on the precipice of a settlement agreement, they failed to achieve a meeting of the minds.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite object, and a cause for a contract; rentals with distinct objects and causes can create separate obligations.

Merlino v. Frazier · filed 2023-03-08

The first and second-floor units were rented separately and at different times, and each unit is a different, definite object with a different cause in terms of entering into a rental agreement.

Law changed since Same change as noted above.

Section 3391 requires consent, a definitive legal object, and consideration for a valid contract.

Cacho-Cambo Trust v. Dawn Holding Company, LLC. · filed 2024-05-22

Under Puerto Rico law, a contract must satisfy three elements: consent, a definitive legal object, and consideration. ... (P.R. Laws Ann. tit. 31, § 3391). ... As such, the Court concludes that the September 18, 2021 e-mail is an enforceable contract.

Law changed since Same change as noted above.

Section 3391 requires the parties’ consent, a definite object, and a cause for the obligation for a valid contract.

Silva-Duran v. Burlington Coat Factory of PR, LLC · filed 2025-03-26

Under Puerto Rico law, the elements of a valid contract are the following: (1) the consent of the contracting parties; (2) a definite object of the contract; and (3) the cause for the obligation.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite lawful object, and consideration for a contract.

Roche · filed 2026-03-17

Although defendant diligently maintains that the Operating Agreement between her and plaintiff designating each with 50% ownership interest in the LLC is a “draft,” ECF No. 17, at 13, 17-19 (emphasis in original), she provides no evidence for the Court to conclude that the executed agreement, signed by both parties, is anything other than an enforceable agreement between the parties. See Citibank Glob. Markets, Inc. v. Rodríguez Santana, 573 F.3d 17, 24 (1st Cir. 2009) (“Under Puerto Rico law, a contract has three elements: consent, a definitive (and legal) object, and consideration.” (citing P.R. Laws Ann. tit. 31, § 3391)). Defendant does not argue that any error in the substance or object of the contract exists, and therefore the “validity of [the] contract and of the consent is presumed.” Id.

Law changed since Same change as noted above.

Section 3391 requires a contract to have consent, an object, and cause or consideration.

Cherena v. Coors Brewing Co. · filed 1998-09-18

The three factors which a contract requires are consent, object and cause or consideration. Article 1213, P.R. Civil Code, P.R. Laws Ann. tit. 31, § 3391 (1990); ... The non-competitive clause gave no contemporaneous consideration for the agreement not to compete.

Law changed since Same change as noted above.

Section 3391 sets the requirements for a valid contract under Puerto Rico law.

Rojas-Buscaglia v. Taburno-Vasarhelyi · filed 2018-07-24

The Chicago Agreement complies in all respects with the Puerto Rico Civil Code's requirements for a valid contract. See P.R. Laws Ann. tit. 31, § 3391.

Law changed since Same change as noted above.

Section 3391 requires the contracting parties’ consent for a valid contract; an assignment lacking required consent has no legal effect against the nonconsenting party.

CMI Capital Market Investment, LLC v. Municipality of Bayamon · filed 2006-10-31

In Puerto Rico, in order for a contract to be valid, three elements must coincide: (1) the consent of the contracting parties, (2) an object subject of the contract and (3) cause for the obligation being contracted by the parties. ... It is undisputed that in the case presently before us the consent of the Municipality to the purported assignments—a mandatory legal condition for its validity—is lacking.

Law changed since Same change as noted above.

Section 3391 requires the contracting parties' consent for a contract to exist.

Dialysis Access Center, LLC v. RMS Lifeline, Inc. · filed 2011-03-30

Under Puerto Rico law, the "consent of the contracting parties" is one of the requisites for the existence of a contract. ... Where consent is wholly lacking, as in a simulated contract, no contract is deemed to have existed. ... Appellants factually allege that, although the MSA exists, it is voidable and should be annulled, because RMS allegedly committed fraud during its formation.

Law changed since Same change as noted above.

Section 3391 requires consent, a legal object, and consideration for a valid contract.

Mega Media Holdings, Inc. v. Aerco Broadcasting Corp. · filed 2012-03-30

Puerto Rico law stipulates three requirements for a valid contract: (1) the contracting parties’ consent; (2) a definitive, legal object of the contract; and (3) consideration. ... First, Mega has alleged that the Programming Agreement is a valid contract, which requires (1) consent, (2) a legal object of the contract, and (3) consideration.

Law changed since Same change as noted above.

Section 3391 requires consent, a definite object, and a cause for a valid contract.

García v. González · filed 2014-03-17

Under Puerto Rico law, a valid contract exists between two parties when the following three conditions exist: (1) the consent of the contracting parties; (2) a definite object which may be the subject of the contract; and (3) the cause of the obligation which may be established.

Law changed since Same change as noted above.

Section 3391 requires consent, an object, and consideration for a valid contract; a complaint that alleges no consideration fails to allege a binding contract.

Burk v. Paulen · filed 2015-04-09

To form a valid, binding contract, there must be: (1) consent of the parties, (2) an object of the contract, and (3) cause for the obligation, i.e., consideration. ... Plaintiffs claim falters, however, with respect to the third requirement: the cause for the obligation. Nowhere in Plaintiffs complaint does he allege that Paulen was paid for his services nor that there were any discussions or agreements related to compensation in any shape or form for Paulen should a network deal come to fruition. ... Therefore, the court finds that Plaintiff fails to sufficiently allege that a binding contract existed between him, Paulen and BBE, and, as such, his breach of contract claim must fail as a matter of law.

Law changed since Same change as noted above.

Section 3391 requires consent, an object, and a cause for a valid contract.

Calderon v. Patel · filed 2025-01-10

A valid contract requires consent, object, and cause, and parties must also satisfy the duty of good faith performance to other contracting parties.

Law changed since Same change as noted above.

Section 3391 requires the contracting parties' consent for a contract to exist.

Brown v. J&W Grading, Inc. · filed 2019-06-20

In Puerto Rico, "[t]here is no contract unless ... the consent of the contracting parties" exists. P.R. Laws Ann. tit. 31, § 3391. ... Here, the Plaintiffs make no effort to show that they agreed with any of the Technology Defendants on the contract's terms. ... As such, they fail to allege that the Technology Defendants were parties to the Equipment Rental Agreement.

Law changed since Same change as noted above.

Section 3391 requires a contract to have consent, a definite object, and a cause for the obligation; an employer’s reciprocal promise to forgo litigation can supply that cause.

Soto v. State Chemical Sales Co. International, Inc. · filed 2010-03-26

Under Puerto Rico law, one of the requirements for a valid contract is a “cause for the obligation.” P.R. Laws Ann. tit. 31, § 3391. Here, there are two potential forms of consideration that Plaintiff received in exchange for her agreement to arbitrate. First, as Plaintiff has emphasized, she received continued employment in exchange for signing the arbitration agreement. The parties have cited conflicting case law regarding whether or not a promise of continued employment constitutes adequate consideration. This dispute is not determinative, however, because Plaintiff also received consideration in the form of her employer’s promise to give up its own legal recourse to litigation.

Law changed since Same change as noted above.

Section 3391’s requirement of cause is satisfied when continued employment provides consideration for an arbitration agreement.

Soto v. STATE INDUSTRIAL PRODUCTS, INC. · filed 2011-04-15

The continued employment of Soto by State Chemical under the new arrangement, which was not obligatory on the part of State Chemical, was sufficient consideration to render the agreement enforceable.