In short
The Code distinguishes two similar situations. General clauses are those contained in a form one party designed and drafted; they must be accessible to the contracting party who did not draft them, and the contract with general clauses is interpreted unfavourably to the person who drafts them and in favour of the person who had less bargaining power. And the contract is concluded by adhesion if the acceptor is forced to accept a predisposed content; its clauses are interpreted unfavourably to whoever drafts them and in favour of whoever was forced to accept their content. On that basis, Article 1249 marks as especially annullable seven clauses in contracts concluded by adhesion: the one not drafted clearly, completely and easily legibly, in Spanish or English; the one authorizing the drafting party to unilaterally modify the elements of the contract; the one forbidding or limiting the adherent from bringing actions, restricting the defences or means of proof available to them, or reversing the burden of proof; the one excluding or limiting the liability of the drafting party; the one changing the adherent’s contractual domicile without reasons for it; the one that, on the adherent’s silence, extends or renews a contract of determined duration; and the one excluding the jurisdiction of a regulatory agency.
What is it?
It is Chapter IV of Title I of Book Five of the Civil Code of 2020, Articles 1247 to 1249. It applies to contracts one party drafts whole and the other merely signs: it says how they are interpreted and which of their clauses are marked as especially annullable.
Who can do it?
Any contracting party who did not draft the form, or who was forced to accept a predisposed content. The list of seven clauses in Article 1249 is specific to contracts concluded by adhesion.
Requirements
- That the clauses be contained in a form one party designed and drafted, for them to be general clauses.Verified against the official source
- That the acceptor was forced to accept a predisposed content, for the contract to be one of adhesion.Verified against the official source
- That the general clauses be accessible to the contracting party who did not draft them: Article 1247 requires it.Verified against the official source
Documents you need
Cost
Step by step
Step 1: General clauses: the ones in the form
Article 1247 defines them: general clauses are those contained in a form one party designed and drafted. And it imposes a duty: general clauses must be accessible to the contracting party who did not draft them.
Step 2: And they are read against whoever wrote them
The same article sets the interpretation rule: the contract with general clauses is interpreted unfavourably to the person who drafts them and in favour of the person who had less bargaining power. The contract need not be one of adhesion for this to apply.
Step 3: What an adhesion contract is
Article 1248 defines it by the absence of choice: the contract is concluded by adhesion if the acceptor is forced to accept a predisposed content. And it repeats the interpretation rule in favour of whoever was forced to accept.
Step 4: Illegible or incomplete wording
The first subsection of Article 1249 marks as especially annullable the clause not drafted clearly, completely and easily legibly, in Spanish or English. Four requirements at once: clarity, completeness, legibility and one of the two languages.
Step 5: Changing the contract on their own
Subsection (b) reaches the clause authorizing the drafting party to unilaterally modify the elements of the contract. It is the classic "terms may change at any time" line.
Step 6: Taking away defences or flipping the proof
Subsection (c) covers three things at once: the clause forbidding or limiting the adherent from bringing actions, restricting the defences or means of proof available to them, or reversing the burden of proof. Subsection (d) adds the one excluding or limiting the liability of the drafting party. And (g), the one excluding the jurisdiction of a regulatory agency.
Step 7: The domicile and renewal by silence
The other two subsections are the ones most often missed. (e): the clause changing the adherent’s contractual domicile without reasons for it. And (f): the one that, on the adherent’s silence, extends or renews a contract of determined duration.
Step 8: Annullable is not the same as void
The Code’s wording matters: they are especially annullable. It does not say they are void by operation of law or held as not written, as it does in other articles of this same Code. How a clause is annulled and who may ask for it belongs to the rules on nullity in Book One, which we did not read for this guide.
Where to do it
Annulment of a clause is sought before the Court of First Instance. If your contract also falls under a consumer statute or under a regulatory agency’s jurisdiction — whose exclusion is precisely one of the seven marked clauses — that route may be open too. The Code names no particular agency here.
How long it takes
What to do if something goes wrong
If your contract is a consumer, telecommunications, insurance or credit one, there are special statutes with their own rules and their own guides on this site; this chapter is the Civil Code’s general framework and does not replace them. If your problem is an automatic renewal, look at subsection (f) and also at the guide on automatic renewal in telecommunications. This guide says which clauses the Code marks as especially annullable; it does not explain the procedure to annul one, which comes from the rules on nullity in Book One, which we did not read. The Code publishes no fee and no term for these articles. MiPRFácil does not represent anyone in court and gives no legal advice.
Common mistakes
- Believing an adhesion contract cannot be challenged: its clauses are interpreted against whoever drafted them.
- Thinking the interpretation rule applies only to adhesion: Article 1247 gives it for general clauses too.
- Accepting illegible or incomplete wording: subsection (a) requires clear, complete and easily legible drafting, in Spanish or English.
- Signing a clause letting the drafter unilaterally modify the elements of the contract.
- Overlooking the clause that reverses the burden of proof or limits your defences.
- Not noticing the one changing your contractual domicile without reasons for it.
- Letting a renewal by silence run in a contract of determined duration.
- Reading "especially annullable" as "void by operation of law": the Code does not say that here.
Frequently asked questions
I had to sign a contract I could not negotiate — is anything in my favour?
Yes: its clauses are interpreted unfavourably to the person who drafts them and in favour of the person who was forced to accept their content. And Article 1249 marks seven clauses as especially annullable.
Is the clause saying they can change the terms at any time valid?
Subsection (b) of Article 1249 marks it as especially annullable in contracts concluded by adhesion: it is the one authorizing the drafting party to unilaterally modify the elements of the contract.
And the one renewing the contract if I say nothing?
It is on the list too: subsection (f) marks the clause that, on the adherent’s silence, extends or renews a contract of determined duration.
Can they take away my right to go to an agency?
Subsection (g) marks as especially annullable the clause excluding the jurisdiction of a regulatory agency.
Official sources
These are the government pages this guide is based on.
- Poder Judicial de Puerto Rico
Poder Judicial
bvirtualogp.pr.gov
Last verified
September 8, 2026
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