In short
The last two articles of the supply chapter hand out two remedies of different strength according to how serious the failure was. Article 1303 gives the strong one: in case of breach relating to a single performance, the affected party may rescind the contract if the breach is significant and of such importance that it reasonably diminishes confidence in the exactness of later performances. It is not enough that one delivery went wrong: the article requires that failure, besides being significant, to cast reasonable doubt on what comes next. And it fixes the moment rescission starts to count: it takes effect from the moment of its effectively served notification. Article 1304 gives the mild remedy for everything else: where the cases of the previous article as to the importance of the breach are not present, the affected party may suspend the performance incumbent on them, provided they send the corresponding notice in accordance with the agreement or, absent one, within a reasonable term. Suspending is not ending: it is withholding one’s own performance while the situation lasts, and only with notice. What these two articles do not say, and neither does this guide: what exactly a significant breach is, how long a suspension may last, or what counts as a reasonable term, because here the Code sets no floor in days as it does for ending an open-ended supply.
What is it?
They are Articles 1303 and 1304 of the Civil Code of 2020, closing Chapter III of Title II of Book Five: the consequences of breach in a supply contract, in two degrees — rescission and suspension.
Who can do it?
Either party to a supply contract governed by the Civil Code who is affected by the other’s breach.
Requirements
- To rescind: that there be a breach relating to a single performance and that the breach be significant.Verified against the official source
- To rescind: that it be of such importance as to reasonably diminish confidence in the exactness of later performances.Verified against the official source
- For the rescission to take effect: to notify it and for that notification to be effectively served.Verified against the official source
- To suspend: to send the corresponding notice in accordance with the agreement or, absent one, within a reasonable term.Verified against the official source
Documents you need
Cost
Step by step
Step 1: The strong remedy is for serious failures
Article 1303: in case of breach relating to a single performance, the affected party may rescind the contract if the breach is significant. A failed delivery is not enough on its own: the adjective is in the statute.
Step 2: The second condition looks forward
The same article adds that the breach must be of such importance that it reasonably diminishes confidence in the exactness of later performances. That is: what justifies ending the contract is not only today’s harm, but reasonable doubt about what is to come.
Step 3: From when the rescission counts
The last line of Article 1303: the rescission takes effect from the moment of its effectively served notification. Not from the failure, nor from the decision: from when the notification is effectively served.
Step 4: If the failure does not reach that level
Article 1304: where the cases of the previous article as to the importance of the breach are not present, the affected party may suspend the performance incumbent on them. Suspension is the proportionate remedy for a failure that does not destroy confidence.
Step 5: Suspending is not ending
The article allows suspending the performance incumbent on the affected party; it does not release them from the contract. How long that suspension may last it does not say, and this guide sets no period the statute does not carry.
Step 6: Suspension also requires notice
The condition is written: provided they send the corresponding notice in accordance with the agreement or, absent one, within a reasonable term. Suspending without notice is not what the article authorises.
Step 7: There is no floor in days here
It is worth not confusing articles: the thirty-day floor is in Article 1298, for ending a supply with no agreed term. Articles 1303 and 1304 speak of effectively served notification and of a reasonable term, with no number. This guide does not move the figure from one article to the other.
Where to do it
Both rescission and suspension are exercised by the affected party itself, through its notification or notice; the Code orders no one to ask permission. If the other side disputes that the breach was significant, the Court of First Instance decides. If the supply is a regulated service, its interruption has its own administrative rules, which we did not read here.
How long it takes
What to do if something goes wrong
If your contract is not one of periodic or continuous deliveries, it is not a supply and this chapter is not yours: see the guides on extrajudicial rescission and on the defence of non-performance, which are the general contract rules. If what you want is damages, that is in the breach-compensation guide, because these two articles do not mention it. If the service is electricity, water or telecommunications, its interruption is governed by its own statutes and regulations. These articles do not define "significant", do not say how long a suspension lasts, and do not fix how many days a reasonable term is. MiPRFácil does not represent anyone in court and gives no legal advice.
Common mistakes
- Rescinding the contract over a failure that is not significant.
- Rescinding without being able to explain why it reasonably diminishes confidence in later performances.
- Treating the contract as rescinded from the failure: the effect runs from the effectively served notification.
- Notifying the rescission any old way and assuming it has taken effect.
- Suspending one’s own performance without sending the corresponding notice.
- Sending the suspension notice outside the agreed form.
- Confusing suspending with rescinding: suspension does not release from the contract.
- Importing Article 1298’s thirty days into these two articles, which fix no figure.
- Assuming these articles also grant damages: they do not mention them.
Frequently asked questions
A single delivery failed. May I cancel the whole contract?
Only if that breach is significant and of such importance that it reasonably diminishes confidence in the exactness of later performances, under Article 1303.
From when is it rescinded?
From the moment of the effectively served notification, says the article itself.
The failure was minor. May I stop paying meanwhile?
Article 1304 allows the affected party to suspend the performance incumbent on them where the breach does not reach the previous article’s importance, provided they send the corresponding notice in accordance with the agreement or, if there is none, within a reasonable term.
How many days’ notice must I give?
These two articles fix no figure: they speak of notice in accordance with the agreement or within a reasonable term. The thirty-day floor is in another article, 1298, and it is for ending a supply with no agreed term.
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 9, 2026
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Did you find out-of-date information?
The supply contract: periodic deliveries and their rules
Ten years maximum from the first delivery. With no agreed term, it ends by effective notice never shorter than thirty days.
Ending the contract without suing: the six rules
The power to rescind out of court is implicit, but needs delay, a requirement with warning, and it operates when that requirement expires.
I will not perform until you do: when you may hold back your side
In reciprocal contracts you may refuse to perform while the other neither performs nor offers to. And if they half-perform, you reduce proportionally.
What is claimed when someone breaches: loss suffered and gain not made
A good-faith debtor answers for what was foreseeable at contracting; one who breaches wilfully, for everything. On money debts, interest.
From when someone is late: delay and its four exceptions
As a rule you must demand, in or out of court. But with a certain date in the contract, delay runs by itself.
What a sale is, when it is a barter, and what form it needs
Transferring ownership for a certain price. If part of the price is another thing, it is still a sale as long as the money is worth the same or more.