Subletting what you rent: when you may, and when they may refuse

They are Articles 1336 to 1338 of the Civil Code of 2020: assignment and subletting, the rule deciding who keeps the thing if it was leased to several people, and who may execute a lease.

Lessees wishing to sublet or assign, lessors wishing to refuse, sublessees already installed, and anyone about to lease a thing owned by several people.

• To sublet: that the lease contract does not expressly prohibit it.Verified against the official source
• For the lessor to refuse: that the assignee or sublessee lacks the same economic qualifications as the lessee, or that their activity or use causes the lessor economic harm.Verified against the official source
• To lease: capacity to consent and not being covered by the prohibitions established for sales.Verified against the official source
• If the thing belongs to several co-owners: the consent of the others, although the contract may be ratified expressly or tacitly.Verified against the official source

• The lease contract, to see whether it expressly prohibits subletting: everything else depends on that.
• The lease title with its certain date, which is Article 1337’s third criterion where nobody possesses and nobody has registered.
• If the thing belongs to a co-ownership, proof of the other co-owners’ consent or ratification.

1. 1

   Step 1: The rule is that you may

   Article 1336: where the lease of things does not expressly prohibit it, the lessee may sublet the leased thing in whole or in part. The prohibition must be express; silence does not forbid.

2. 2

   Step 2: Subletting does not take you out of the contract

   The same paragraph makes it clear: without prejudice to their liability for performance of the contract towards the lessor. The original lessee remains liable.

3. 3

   Step 3: The only two grounds for refusing

   The article writes them down: where the assignee or sublessee does not have the same economic qualifications as the lessee, or where the activity or use they will carry out causes the lessor economic harm. There is no third one in the text. Worth noting: the consolidated text prints here "El arrendador solo se puede negarse", a grammatical slip in the source; we quote it as published.

4. 4

   Step 4: What the article does not say about the refusal

   It does not define "the same economic qualifications", does not say in what form or within what period the lessor must refuse, and does not say what happens if it refuses on neither of the two grounds. This guide does not fill those gaps.

5. 5

   Step 5: The lessor may collect directly from the sublessee

   Article 1336: without prejudice to its rights against the lessee, the lessor has a direct action against the sublessee to collect the rent owed and for any other breach.

6. 6

   Step 6: And the sublessee may claim directly from the owner

   The route is reciprocal, and that matters to anyone living as a sublessee: the sublessee has a direct action against the lessor to require performance of its obligations.

7. 7

   Step 7: If the same thing was leased to two people

   Article 1337, in order: the lessee who meets the requirements of the registry third party is preferred; failing registration, the first possessor is preferred; and where none has begun to possess it, the lessee whose title carries the oldest certain date is preferred.

8. 8

   Step 8: Who may lease a thing

   Article 1338: any person with capacity to consent, provided they are not covered by one of the prohibitions established for sales. The Code does not repeat them here; they live in the sales article, with its own guide.

9. 9

   Step 9: You need not be the owner

   The same article: the lessor may be the owner, the usufructuary, or any other person whose powers of administration include leasing the thing that is the object of the lease.

10. 10

    Step 10: If the thing belongs to several

    Article 1338 closes: one co-owner alone may not lease the thing without the consent of the others, although the contract may be ratified expressly or tacitly. Tacit ratification is in the text as much as express.

All of this happens between the parties; the Code orders no trip to any agency. The registration Article 1337 mentions runs through the Property Registry and its own statute, which we did not read here. Disputes are decided by the Court of First Instance.

• Believing permission is always needed: if the contract does not expressly prohibit it, the lessee may sublet.
• Believing subletting releases the original lessee: they remain liable for performance towards the lessor.
• As the lessor, refusing on a ground other than the two the article writes down.
• As the sublessee, believing you may claim nothing from the owner: you have a direct action against them.
• As the lessor, believing you may only collect from the lessee: you have a direct action against the sublessee for the rent owed.
• Assuming that in a double letting whoever signed first wins: first the registry third party is looked at, then the first possessor, and only then the oldest certain date.
• Leasing a co-owned thing without the other co-owners’ consent.
• Forgetting that the missing consent may be cured by express or tacit ratification.
• Thinking only the owner may lease: the usufructuary, or anyone whose powers of administration include leasing, may too.

These are the government pages this guide is based on.

• Poder Judicial de Puerto Rico

  Poder Judicial

  bvirtualogp.pr.gov