In short
The Code calls "guarantee in case of repentance" what practice knows as arras or earnest money. One of the contracting parties may deliver a thing to the other contracting party, or to a third party to be delivered to them, as the sole performance owed if they repent of the contract. That last phrase is the key: arras are the priced cost of backing out, and the only thing owed if one does. The article sets three rules. The first limits the window: repentance is only valid while the established period has not expired or the contract has not begun to be executed; once performance starts, one can no longer back out by this route. The second allocates the cost by who backs out: if the one who delivers the arras repents, they lose them; and if the one who receives them does, they must return them with as much again of their value. The third settles the normal case: if neither repents, and the arras are of the same species as the performance owed by the one who delivers them, they are applied as part payment of that performance. What the article does not say, and neither does this guide: that any deposit is arras. The figure exists where the thing was delivered precisely on that footing.
What is it?
It is Article 1256 of the Civil Code of 2020, opening the section on guarantee clauses in the chapter on the effects of the contract. It governs the delivery that fixes in advance the only thing owed if one party backs out.
Who can do it?
The parties to a contract who delivered a thing as the sole performance owed in case of repentance. A deposit given for another purpose is not arras merely by resemblance.
Requirements
- That the thing was delivered as the sole performance owed in case of repenting of the contract: that is what defines the figure.Verified against the official source
- That the repentance occur while the established period has not expired and the contract has not begun to be executed.Verified against the official source
- For the arras to be applied as part payment, that they be of the same species as the performance owed by the one who delivers them.Verified against the official source
Documents you need
Cost
Step by step
Step 1: What they are, in the Code’s words
Article 1256 does not use the word "arras" in its heading — it calls it a guarantee in case of repentance — but it does in the rules. The figure is this: one contracting party may deliver a thing to the other contracting party, or to a third party to be delivered to them, as the sole performance owed if they repent of the contract.
Step 2: "Sole performance owed" is the deciding phrase
That is where the practical effect lies: if there are arras and someone repents, what is owed is that and nothing more. It is not any advance or a security deposit: it is the priced cost of backing out.
Step 3: The window to back out
Rule (a) closes it at two moments: repentance is only valid while the established period has not expired or the contract has not begun to be executed. Starting to perform closes the door even if the period is still open.
Step 4: If the one who gave them backs out
Rule (b), first half: if the one who delivers the arras repents, they lose them. That is the cost, and nothing more may be claimed for the repentance.
Step 5: If the one who received them backs out
The second half of rule (b) flips and doubles: if the one who receives them does, they must return them with as much again of their value. That is, they return what they received plus an equal amount.
Step 6: If nobody backs out
Rule (c) settles the normal case, with a condition: if neither repents, and the arras are of the same species as the performance owed by the one who delivers them, they are applied as part payment of that performance. If they are not of the same species, the article does not say they are applied, and this guide does not add it.
Step 7: Not every deposit is arras
The article presumes arras in no contract. The figure exists where the thing was delivered precisely as the sole performance owed in case of repentance. A rental security deposit, a down payment or an advance do not become arras by resemblance, and deposits regulated by consumer or housing statutes follow their own rules, which we did not read here.
Where to do it
Arras are delivered and retained between the parties, or through the third party holding them; there is no counter. If it is disputed whether there were arras, whether the repentance was in time, or how much must be returned, the Court of First Instance decides. The Code names no agency here.
How long it takes
What to do if something goes wrong
If what you agreed was a penalty for breach rather than a price for backing out, that is the penalty clause and it has its own guide. If what you want is to end the contract because the other side breached, see the guide on extrajudicial rescission. If your deposit is governed by a consumer or housing statute, those rules prevail over this article and we did not read them here. This guide also does not say what happens to arras that are not of the same species as the performance, because the article does not say. The Code publishes no fee and no term for this article. MiPRFácil does not represent anyone in court and gives no legal advice.
Common mistakes
- Calling any deposit arras: it must have been delivered as the sole performance owed in case of repentance.
- Backing out after the contract has begun to be executed.
- Backing out after the established period has expired.
- As the one who received the arras, returning only what was received: they must be returned with as much again of their value.
- As the one who gave them, expecting them back after backing out: they are lost.
- Also claiming damages for the repentance: the arras are the sole performance owed in that case.
- Assuming the arras count towards the price: only if they are of the same species as the performance.
- Applying this article to a deposit governed by a special consumer or housing statute.
Frequently asked questions
I gave a deposit and backed out — do I lose it?
If they were arras in the sense of Article 1256 — delivered as the sole performance owed in case of repentance — and you backed out within the window, yes: whoever delivers the arras and repents loses them.
And if the one who backs out is the one who received them?
They must return them with as much again of their value, under rule (b) of Article 1256.
Until when can I back out?
While the established period has not expired and while the contract has not begun to be executed. Either of the two closes the window.
If the deal goes ahead, do the arras count as payment?
Yes, if they are of the same species as the performance owed by the one who delivers them: then they are applied as part payment of that performance.
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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