31 P.R. Laws Ann. § 3471

Section 3471 requires strict adherence to a contract’s literal terms only when those terms are so clear that they leave no doubt about the parties’ intentions.

Catullo v. Metzner · filed 1987-12-02

Second, even if the proposal were construed as a contract, the language lends itself to either meaning advanced by the litigants and hence does not fall within the proscription of the Civil Code which requires strict application of the literal terms only when those terms are so clear as to “leave no doubt as to the intentions of the contracting parties.” P.R.Laws Ann. tit. 31, § 3471 (1968).

Section 3471 requires courts to enforce a contract’s literal meaning unless the words are contrary to the parties’ intent.

Puerto Rico Telephone Co. v. Telecommunications Regulatory Board · filed 2010-03-18

Article 1233 of the Puerto Rico Civil Code determines the manner in which courts should interpret contracts in dispute as to the meaning of their terms. P.R. Laws Ann. tit. 31, § 3471. Article 1233 is strict in its mandate that a court should enforce the literal sense of the written contract unless the words are somehow contrary to the intent of the parties. ... In the instant case, the Court finds that Article XIII.A is clear that a party waives the right to object to a billing issue once thirty days have elapsed from when the bill is mailed. ... Thus, under the clear mandate of Article XIII.A, the Court finds that Sprint waived its right to object to the over billing in the transit traffic invoices.

When contract terms are clear and leave no doubt about the parties’ intentions, their literal meaning controls; if the words conflict with the evident intention, that intention prevails.

Rojas-Buscaglia v. Taburno-Vasarhelyi · filed 2015-07-07

Article 1233 of the Puerto Rico Civil Code provides: ... P.R. Laws Ann. tit. 31, § 3471. A contract term is “clear” when it is “ ‘lucid enough to be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation.’” ... The Court finds that as a matter of law, ambiguity exists as to the meaning of “sale price” in clause 7 of the 2010 Artwork Agreement.

Section 3471 requires the literal meaning of clear contract terms to be followed when they leave no doubt about the parties’ intent.

DeMario v. Lamadrid-Maldonado · filed 2023-01-18

The Puerto Rico Civil Code dictates that “[if] terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.” P.R. Laws Ann. tit. 31, § 3471. In such cases, “the court should confine itself to a literal application of the unambiguous terms of the contract.”

Section 3471 requires courts to enforce a contract according to the literal meaning of its clear terms when those terms leave no doubt about the parties’ intent.

Caribbean Wholesales & Service Corp. v. U.S. JVC Corp. · filed 1997-05-12

P.R. Laws Ann. tit. 31, § 3471 (1994) (“If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.”). ... In this case, the language of the Amendment is clear and unambiguous as to the termination date. Therefore, the Court “cannot dwell on the ‘alleged’ intent of the parties at the time they entered into the contract.” ... On the face of the Amendment, it clearly states that the parties intended it to terminate on March 31, 1991, and therefore summary judgment in JVC’s favor is warranted as to this claim.

Section 3471 requires courts to apply a contract's literal meaning when its terms are clear and leave no doubt about the parties' intentions.

Yordan v. Burleigh Point, Ltd. · filed 2007-05-02

It is well-settled law that when a contract is unambiguous, its literal meaning must be applied. P.R. Laws Ann. tit. 31 § 3471 “If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.”

Section 3471 requires clear contract terms to be enforced according to their literal meaning, but gives the parties’ evident intent precedence when the words conflict with that intent.

Wells Real Estate Investment Trust II, Inc. v. Chardon/Hato Rey Partnership, S.E. · filed 2010-08-05

Under Puerto Rico's Civil Code, ... If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed. ... If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail. ... P.R. Laws Ann. tit. 31, § 3471. ... In this case, the text of the Agreement is ambiguous. ... Given that the text of the Agreement reasonably supports multiple, conflicting interpretations, the district court erred in concluding a reasonable estimate of costs to repair the "Property" unambiguously referred only to physical repairs.

Section 3471 requires courts to enforce the literal meaning of clear contract terms when they leave no doubt about the parties' intent.

Lopez & Medina Corp. v. United States Aviation · filed 2012-01-26

"Article 1233 of the Puerto Rico Civil Code provides that when the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed."

Section 3471 requires courts to observe a contract’s literal terms when its language is clear and leaves no doubt about the parties’ intent.

Mercado-Salinas v. Bart Enterprises International, Ltd. · filed 2012-03-31

If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, then the literal terms of the contract will be observed. P.R. Laws Ann. tit. 31, § 3471. ... In the case at bar, the Agreement, read as a whole, assigns to Bart full rights to the Mark. It is clear and unambiguous.

Section 3471 requires the literal sense of clear contractual stipulations to be observed when the contract terms leave no doubt about the parties’ intentions.

Redondo Construction Corp. v. Puerto Rico Highway & Transportation Authority · filed 2012-05-11

The language upon which the debtor relies requires it to ensure that its work complies with federal construction standards and regulations. There is no hint of any intent to incorporate a federal prejudgment interest statute that, by its terms, applies only to the federal government. Where, as here, “the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.” P.R. Laws Ann. tit. 31, § 3471.

Section 3471 treats clear contract terms that leave no doubt about the parties’ intentions as controlling their interpretation.

Gonzalez v. Hurley International LLC · filed 2013-01-31

The terms of the Agreement are “clear and leave no doubt as to the intentions of the contracting parties,” P.R. Laws Ann. tit. 31, § 3471, providing that González was recruited by Hurley as a non-exclusive sales representative.

Section 3471 requires courts to follow the literal sense of a contract's clear terms and bars reliance on extrinsic evidence when those terms leave no doubt about the parties' intent.

Cecort Realty Development, Inc. v. Llompart-Zeno · filed 2015-04-24

Under P.R. Laws Ann. tit. 31, § 3471 “[i]f the terms of a contract are clear and leave no doubt as to the intensions of the contracting parties, the literal sense of its stipulations shall be observed.” A court may not consider extrinsic evidence if it finds that the terms of an agreement are clear. ... Here, there is only one reasonable way to interpret the beginning of the ten-year term.

Section 3471 requires courts to enforce the literal meaning of clear contract terms when those terms leave no doubt about the parties' intent.

Autoridad De Carreteras Y Transportacion v. Transcore Atlantic, Inc. · filed 2015-09-11

When “the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.” P.R. Laws Ann. tit. 31, § 3471.

Section 3471 requires courts to follow the literal meaning of clear contract terms when they leave no doubt about the parties’ intent.

Joglor, LLC v. First American Title Insurance Co. · filed 2016-09-27

“Article 1233 of the Puerto Rico Civil Code provides that when ‘the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.’”

Section 3471 requires courts to enforce the literal meaning of clear contract terms when those terms leave no doubt about the parties’ intent.

Galarza-Cruz v. Grupo HIMA San Pablo, Inc. · filed 2020-05-28

The Puerto Rico Civil Code dictates that “[if] terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.” P.R. Laws Ann. tit. 31, § 3471. In such cases, “the court should confine itself to a literal application of the unambiguous terms of the contract.”

Section 3471 requires courts to enforce the literal terms of a contract when they are clear and leave no doubt about the parties’ intentions, without considering extrinsic evidence.

Banco Popular de Puerto Rico v. Santiago · filed 2020-12-23

“Under Puerto Rico law, “[i]f the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.” P.R. Laws Ann. tit. 31, § 3471. “Consequently, a court may not consider extrinsic evidence at all, if it finds that the terms of an agreement are clear.””

When contract terms are clear and leave no doubt about the parties’ intent, the literal meaning of the stipulations must be followed.

Vogel v. Universal Insurance Company · filed 2021-03-24

The Puerto Rico Civil Code dictates that “[if] terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.” P.R. Laws Ann. tit. 31, § 3471. In such cases, “the court should confine itself to a literal application of the unambiguous terms of the contract.”

Section 3471 requires courts to follow the literal meaning of clear contract terms that leave no doubt about the parties' intent.

Roca v. LM Waste Services Corp. · filed 2022-03-29

As correctly argued by the Defendants, “[i]if the terms of a contract are clear and leave no doubt about the intention of the contracting parties the literal meaning of its clauses will be followed.” P.R. Laws Ann. Tit. 31 § 3471. This is applicable to the validity of the yellow-pad paper as well as the entirety of the clause that reads as follows: “[t]he parties agree that the debt [will] be paid by L[e]M Waste Services, and Francisco [J.] Rivera Fernández will guarantee the payment of the same will be $1,470,000.00.” Opinion and Order, Exhibits No. 1 & 1-A.

Section 3471 requires courts to follow a contract's literal terms when they are clear and unambiguous, while giving effect to the parties' evident intent if the words conflict with it; clear terms preclude consideration of extrinsic evidence.

Triangle Cayman Asset Co. v. LG and AC, Corp. · filed 2022-10-24

Thus, Article 1233 provides that "[i]f the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed. If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail." P.R. Laws Ann. tit. 31, § 3471. Courts are barred from considering extrinsic evidence in a written contract where the terms are clear and unambiguous.

Section 3471 requires courts to apply the literal meaning of clear contract terms when they leave no doubt about the parties’ intentions.

DeMario v. Lamadrid-Maldonado · filed 2023-04-26

The Puerto Rico Civil Code dictates that “[if] terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.” P.R. Laws Ann. tit. 31, § 3471. In such cases, “the court should confine itself to a literal application of the unambiguous terms of the contract.”

Section 3471 requires courts to apply the literal meaning of a contract when its terms are unambiguous.

Innovation Marketing v. Tuffcare, Inc. · filed 1998-11-24

As expressed before, it is a well settled doctrine of Puerto Rican law that where a contract is unambiguous, its literal meaning must be applied. P.R.Laws Ann. tit. 31, § 3471.

Section 3471 provides that clear contract terms should be applied as written, but the evident intention of the contracting parties controls if the words appear contrary to that intention.

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

"If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail." ... Applying the aforementioned principles, we find that the terms of the Arbitration Clause are not clear or specific and leave room for reasonable diverse interpretations on the issue of whether the parties agreed to arbitrate Appellants' fraudulent inducement claim and the resulting dispute over the validity of the MSA. Thus, we find that the Arbitration Clause is ambiguous on this issue.

Section 3471 requires courts to enforce the literal terms of a clear contract unless those terms conflict with the parties’ evident intent.

Lopez v. Universal Insurance · filed 2015-03-13

The interpretation of a contract is a substantive area of the law which is governed by articles 1233 and 1234 of the Civil Code of Puerto Rico. ... Articles 1233 and 1234 state “[i]f the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed. If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail.” P.R. Laws Ann. tit. 31, § 3471. ... The court thus finds the Lease Agreement to be unclear and conflicting as to this point, and thus, must look to the parties’ intentions in order to interpret the contract.

Section 3471 requires clear contract terms to be applied literally, but makes the parties’ evident intent controlling when the literal wording conflicts with it.

Punta Lima, LLC v. Punta Lima Development Company, LLC · filed 2019-11-27

“Under Puerto Rico law, ‘[i]f the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.’ ... After all, if the contract language “should appear contrary to the evident intention of the contracting parties, the intention shall prevail.” P.R. Laws Ann. tit. 31, § 3471.

Section 3471 requires courts to follow the contracting parties’ evident intention when the literal words of a contract appear contrary to that intention.

Simmon-Roman v. Cruz-Burgos · filed 2023-12-06

This is a case where the literal terms of the Agreement appear contrary to the intention of the parties. A review of the entire document reveals that a “married couple,” composed of Simmon and Santana, sought in vitro fertilization. Clearly, the surrogate is not Simmon’s wife. And, pursuant to the Agreement, this is not the case where Simmon sought services alone. It is then evident that the services were sought by both Simmon and Santana. See Docket No. 1 at ¶ 11. Therefore, regardless of whether Santana’s signature was labeled that of a “witness,” there is clear indication that the intent was that the in vitro fertilization services were to be rendered to the “married couple”— Simmon and Santana. The evident intention of the parties to the Agreement prevails. See P.R. Laws Ann. tit. 31, § 3471 (“if the words should appear contrary to the evident intention of the contracting parties, the intention [ ] prevail[s]”); Marcial v. Tomé, 144 P.R. Dec. 522, 535-36, 1997 WL 871183 (1997).

Section 3471 requires courts to follow a contract’s literal terms when they are clear, but to give effect to the parties’ evident intent when the words conflict with it.

Gomez v. Ruiz · filed 2024-05-29

Contractual interpretation is codified under Puerto Rico law; the applicable standards apply here: “If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed. If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail.” P.R. Laws Ann. tit. 31, § 3471.

Section 3471 requires courts to enforce a contract's literal terms when they are clear, unless those terms conflict with the parties' evident intent, in which case the parties' intent controls.

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

Puerto Rico law provides: “If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed. If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail.” P.R. Laws Ann. tit. 31, § 3471. Thus, courts are called upon to enforce the literal sense of a contract unless the language is somehow contrary to the parties’ intent.

Section 3471 requires courts to enforce the literal meaning of clear contract terms when they leave no doubt about the parties' intentions.

United States Fire Insurance Company, Etc. v. Producciones Padosa, Inc., Etc. · filed 1987-12-30

According to the Civil Code, “[i]f the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.” P.R.Laws Ann. tit. 31, § 3471 (1968).

Section 3471 requires courts to follow the literal sense of clear contract terms, unless the words conflict with the parties’ evident intention.

Vulcan Tools of Puerto Rico v. Makita Usa, Inc. · filed 1994-05-25

If the terms of a .contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed. If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail.

Section 3471 requires courts to enforce the literal terms of a contract when its provisions are clear and leave no doubt about the parties' intent.

Cajigas v. Order of St. Benedict · filed 2000-09-21

On contractual interpretation, the Puerto Rico Civil Code Article 1233 expressly provides that: “If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall also be observed.” P.R.Laws Ann. tit. 31, § 3471 (1990).

Section 3471 requires clear contract terms that leave no room for doubt to be applied according to their ordinary meaning, without resort to extrinsic evidence.

Constructora Andrade Gutierrez, S.A. v. American International Insurance · filed 2003-02-25

Puerto Rico law dictates that in order “to consider ... extrinsic evidence ..., a court must first find the relevant terms of the agreement unclear.” ... The Court need not consider the extrinsic evidence submitted by the parties given that the language of the instrument is clear and unambiguous.

Section 3471 requires courts to enforce a contract's literal meaning when its terms are unambiguous.

Rishell v. Medical Card System, Inc. · filed 2013-02-28

Puerto Rico law requires enforcing the literal meaning of the contract when the terms are unambiguous.

Section 3471 requires courts to apply the literal meaning of clear contract terms unless those words conflict with the parties’ evident intent, in which case the intent controls.

Zurich American Insurance Company, et al v. L.P.C.&D. · filed 2025-12-12

P.R. Laws Ann. tit. 31, § 3471 (“If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed. If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail.”). To this end, it is uncontested that both of the Indemnity Agreements contain provisions that clearly state Defendants are obliged to provide Plaintiffs with reasonable access to their books and records (the “Books and Records clauses”).

Section 3471 requires clear and unambiguous contract terms to be applied according to their literal meaning.

Calderon v. Patel · filed 2025-01-10

When a contract’s terms are clear, leaving no doubt regarding the parties’ intentions, the contract should be interpreted “according to ‘the literal sense of its stipulations.’” Id., 674 F.3d at 31 (citing P.R. Laws Ann. tit. 31, § 3471); ... The Court rejects Defendants’ interpretation of this provision of the Lease Agreement.

Section 3471 requires courts to enforce the literal meaning of an unambiguous contract.

Rishell v. Medical Card System, Inc. · filed 2013-11-14

Puerto Rico law requires enforcing the literal meaning of the contract when the terms are unambiguous.

Section 3471 requires clear contract terms to be enforced according to their literal sense, while the parties’ evident intention controls if the words conflict with it.

Lopez & Medina Corp. v. Marsh USA, Inc. · filed 2010-03-08

Under the Puerto Rico Civil Code, when the language and terms of a contract are clear, Article 1233 and the parol evidence rule require that the Court strictly enforce the literal sense of the written contract and exclude parol evidence. See Caribbean Forms Manuf., Inc. v. Karon, 73 F.Supp.2d 139, 142 (D.P.R.1999) (citing Borschow Hosp. & Medical Supplies, Inc. v. Cesar Castillo, 96 F.3d 10, 15-16 (1st Cir.1996)); P.R. Laws Ann. tit. 31, § 3471 (“If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed. If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail.”).

Section 3471 requires courts to follow clear contract terms unless the words appear contrary to the parties’ evident intent.

U.S.I. Properties Corp. v. M.D. Construction Company, Inc., Appeal of Compania De Desarrollo Cooperativo · filed 1988-10-25

Under Puerto Rico law, if the words of a contract appear contrary to the evident intention of the contracting parties, the acts of the parties, both contemporaneous with and subsequent to the contract, are evidence relevant to the contract’s interpretation. ... This letter is not illuminating as to the intent of the parties regarding who was responsible for obtaining financing.

Section 3471 permits evidence of the parties’ intent to interpret a contract when its terms are unclear, but an asserted intent cannot contradict clear terms.

Caribbean Insurance Services, Inc. v. American Bankers Life Assurance Co. · filed 1985-01-16

We do not think that the principles of Puerto Rico contract law allow a party to defeat a motion for summary judgment by the mere invocation of “the parties’ intention” to introduce an interpretation of a contract totally inconsistent with its clear terms. See P.R.Laws Ann. tit. 31, § 3471 (evidence as to the parties’ intention only proper when the terms of the contract are not clear); Marina Industrial v. Brown Boveri Corp., — P.R.R.-, 83 JTS 31, at 3089 (1983) (same); Luce & Co. v. Labor Relations Board, 36 P.R.R. 402, 410 (1962) (same).

Section 3471 requires courts to apply clear contract terms literally when they leave no doubt about the parties’ intent.

Gonzalez v. John Hancock Mutual Life Insurance Company · filed 1991-03-06

The Civil Code incorporates the familiar principle that if “the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed,” P.R.Laws Ann. tit. 31, § 3471 (1968); see also Producciones Padosa, 835 F.2d at 955; Luce & Co. v. Labor Relations Bd., 86 P.R.R. 402, 410 (1962); Esbri v. Estate of Juan Serralles, 3 P.R.R. 24, 39 (1902), and the court should “confine[] itself” to a literal application of the unambiguous terms of the contract, Esbri, 3 P.R.R. at 39, eschewing “speculation as to [the parties’] alleged contractual intentions,” In re N-500L Cases, 517 F.Supp. 816, 817 (D.P.R.1981).

Section 3471 requires courts to enforce clear contract terms according to their literal meaning without considering extrinsic evidence of a different intent.

Casillas v. Forest Laboratories, Inc. · filed 2000-01-26

Under the Puerto Rico Civil Code, the court should enforce the literal meaning of a contract whose terms are clear. ... Because the general release executed by Velázquez contains broad and clear language relieving Forest of liability and because Plaintiffs fail to point to any ambiguity in the release, the Court may not consider extrinsic evidence in interpreting the release. Its terms, therefore, must be enforced.

Section 3471 permits evidence of the parties’ intention to interpret a contract only when its terms are unclear.

Casco Sales Co. v. Maruyama U.S., Inc. · filed 2012-11-02

Casco’s submission, moreover, contravenes well-settled principles of contractual law. See P.R. Laws Ann. tit. 31, § 3471 (evidence as to the parties’ intention only proper when the terms of the contract are not clear); see also Caribbean Ins. Services v. American Bankers Life Assur. Co. of Florida, 754 F.2d 2 n. 6 (1st Cir.1985) (“We do not think that the principles of Puerto Rico contract law allow a party to defeat a motion for summary judgment by the mere invocation of ‘the parties’ intention’ to introduce an interpretation of the contract totally inconsistent with its clear terms.”) (citations omitted).

Section 3471 requires a court interpreting a contract to first determine whether its terms are clear.

Autoridad De Carreteras Y Transportacion v. Transcore Atl., Inc. · filed 2017-03-20

when a court is faced with a contractual dispute it must first determine if the terms of the contract are clear. See P.R. Laws Ann. tit. 31, § 3471. ... Because the contract can be read in such a way that supports either party's interpretation of the contract, the Court finds that the contract is not clear and unambiguous.

When a contract’s terms are clear, their literal meaning governs; an equal fee share does not require equal work unless the agreement says so.

Parker Waichman LLP v. LC · filed 2017-07-13

The CAPECO Agreement’s clear terms demonstrate that the parties did not intend for all member firms to work equally in order to be entitled to an equal share in the remaining attorney’s fees.

Section 3471 requires courts to follow clear contract terms literally; when the terms support competing interpretations, the parties’ intent controls.

Caribbean Forms Manufacturers Inc. v. Karon · filed 1999-09-30

Under Puerto Rico law when a contract wording is clear, Article 1233 and the Puerto Rico parol evidence rule militate that the Court strictly enforce the literal sense of the written contract and exclude parol evidence. ... The Court has reviewed the Agreement and amendment thereto, and believes that the contract is ambiguous at least in the following pertinent respects.