In short
The contract is perfected from when the parties express their consent on the object and the cause, except where a solemn formality is required or a suspensive condition is agreed. The exact moment is fixed by Article 1238: consent exists by the concurrence of offer and acceptance when the offeror receives the acceptance; and the contract is considered concluded at the place where the accepted offer was made, save a different agreement. The offer is the unilateral juridical act, addressed to a determinable person, containing the elements necessary for the existence of the proposed contract, or the means to establish them; if any is missing and no means to establish it is provided, the act is considered an invitation to offer. The offer is freely revocable, except if the offeror bound themselves to maintain it for a determined period or until a condition is fulfilled; the revocation must be communicated before the offer is accepted, and an offer revoked untimely gives rise to precontractual liability. The acceptance is a unilateral, pure and simple act; if the offer was made by a means admitting an immediate reply, it must be accepted immediately; and proposing modifications is not accepting but making a new offer to the first offeror. The acceptance may be revoked through a faster means than the one used to communicate it. And the offer lapses on the expiry of the period or the fulfilment of the condition, or by the rejection of the person it is addressed to.
What is it?
It is Chapter II of Title I of Book Five of the Civil Code of 2020, Articles 1237 to 1243. It governs consent: how a contract is born, at what moment and in what place, and what can be done with an offer or an acceptance before the deal is closed.
Who can do it?
Anyone who makes or receives a contract offer. The rules yield where the law requires a solemn formality, where a suspensive condition is agreed, or where the parties agree otherwise on the place of conclusion.
Requirements
- That the offer contain the elements necessary for the existence of the proposed contract, or the means to establish them: otherwise it is only an invitation to offer.Verified against the official source
- That the revocation of the offer be communicated to the eventual acceptor before the offer is accepted.Verified against the official source
- That the acceptance be pure and simple: proposing modifications does not accept, it makes a new offer.Verified against the official source
- To revoke the acceptance, using a faster means than the one initially used to communicate it.Verified against the official source
Documents you need
Cost
Step by step
Step 1: When the contract is made
Article 1237 fixes it: the contract is perfected from when the parties express their consent on the object and the cause. With two exceptions: where a solemn formality is required, and where a suspensive condition is agreed.
Step 2: The exact instant: when the offeror receives
Article 1238 leaves no margin: consent exists by the concurrence of offer and acceptance when the offeror receives the acceptance. Sending it is not enough. And as to the place: the contract is considered concluded where the accepted offer was made, save a different agreement.
Step 3: What is an offer and what is only an ad
Article 1239 separates them: the offer is the unilateral juridical act, addressed to a determinable person, containing the elements necessary for the existence of the proposed contract, or the means to establish them. And if it lacks any such element and provides no means to establish it, the act is considered an invitation to offer.
Step 4: Withdrawing the offer, and when it costs
Article 1240 leaves it free as a rule: the offer is freely revocable, except if the offeror bound themselves to maintain it for a determined period or until a condition is fulfilled. The revocation must be communicated to the eventual acceptor before the offer is accepted. And it adds the consequence: an offer revoked untimely gives rise to precontractual liability. How far that liability reaches this chapter does not measure, and this guide does not invent it.
Step 5: Actually accepting
Article 1241 defines acceptance as the unilateral, pure and simple juridical act by which conformity to an offer is given. And it sets a clock where the channel allows: acceptance of an offer made by a means admitting an immediate reply must be made immediately.
Step 6: Replying with changes is not accepting
The last sentence of Article 1241 is the one that avoids most confusion: the act proposing modifications to the terms of the offer is not an acceptance but a new offer made to the first offeror. The roles flip: whoever replied becomes the offeror.
Step 7: Backing out after accepting
Article 1242 allows it, with a speed condition: the acceptance may be revoked through a faster means than the one initially used to communicate it to the offeror. The idea is for the revocation to arrive before the acceptance.
Step 8: When an offer dies
Article 1243 gives two causes: on the expiry of the period or the fulfilment of the condition the offeror set, and by the rejection of the person it is addressed to. And it closes with a rule that avoids surprises: the offer and the acceptance do not lapse on the death or incapacity of the offeror or the acceptor, except in the case of strictly personal obligations.
Where to do it
There is no counter: offer and acceptance pass between the parties. If it is disputed whether there was a contract, or when or where it was concluded, 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 want to know is whether you can cancel a contract already closed, this is not your chapter: there are consumer statutes with their own cancellation windows and their own guides on this site. If the contract required a deed, see the guide on contracts that must be in writing, because Article 1237 excepts solemn formalities. This guide does not measure the precontractual liability Article 1240 mentions — the chapter names it and does not quantify it — nor does it explain the statutes imposing a solemn form on particular contracts: we did not read them. The Code publishes no fee and no term for these articles, and the "immediately" in Article 1241 is a rule of conduct between the parties, not a service term. MiPRFácil does not represent anyone in court and gives no legal advice.
Common mistakes
- Believing the contract is made on sending the acceptance: consent exists when the offeror receives it.
- Treating as an offer an advertisement missing elements and providing no means to establish them: it is an invitation to offer.
- Revoking the offer after it was already accepted: the revocation must be communicated before.
- Abruptly revoking an offer one bound oneself to maintain for a period or until a condition.
- Replying "I accept, but with these changes" and believing there is a contract: that is a new offer.
- Letting time pass where the offer was made by a means admitting an immediate reply.
- Trying to revoke the acceptance by a means as slow as or slower than the one used to communicate it.
- Treating an offer as lapsed on the death or incapacity of a party: it lapses that way only in strictly personal obligations.
Frequently asked questions
From when is there a contract?
From when the parties express their consent on the object and the cause, and consent exists when the offeror receives the acceptance. Unless a solemn formality is required or a suspensive condition was agreed.
Can I withdraw my offer?
Freely, unless you bound yourself to maintain it for a determined period or until a condition is fulfilled. The revocation must be communicated before it is accepted, and an untimely revocation gives rise to precontractual liability.
I replied accepting but with changes — is there a deal?
No. Article 1241 says proposing modifications to the terms of the offer is not an acceptance but a new offer made to the first offeror.
I accepted and changed my mind — can I revoke?
Article 1242 allows it through a faster means than the one initially used to communicate it to the offeror.
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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