In short
Article 322 forbids the representative two things, and forbids them unless the express conformity of the represented person intervenes. The first: to effect a juridical act with themselves, whether on their own account or on account of a third party. Note that ending, because it widens the prohibition a great deal: the problem is not only the agent buying what is yours for themselves, but being on both sides of the table, even if the money on the other side belongs to someone else. The second: to apply goods obtained in the exercise of the representation to the representative’s own business, or to business entrusted to them by persons other than the represented. And the sanction is a single line: the act done in contravention of this article is voidable. Note also the word express. The article is not satisfied with tacit consent, with silence, or with a power drafted in broad terms. Article 323 separates two situations people confuse daily, and gives them different consequences. If the representative lacks sufficient faculties of representation, the act is not null: it is inoponible to the apparent represented person, that is, it cannot be set against the person whose name was used. And if what is vitiated is the representative’s will, or the represented person’s when the act is granted in exercise of faculties previously determined by them, then the act is voidable. That last condition the article does not explain, and it is not explained here on the Code’s behalf.
What is it?
They are Articles 322 and 323 of the Civil Code of 2020: what an agent may not do with what is yours, and what happens to the act depending on the defect.
Who can do it?
Anyone who gave a power, any agent, and any third party who contracted with one.
Requirements
- Without the represented person’s express conformity, the representative may not effect a juridical act with themselves.Verified against the official source
- The prohibition also reaches the representative acting on a third party’s account, not only their own.Verified against the official source
- Nor may they apply goods obtained in the representation to their own business or to business of persons other than the represented.Verified against the official source
- An act done in contravention of those prohibitions is voidable.Verified against the official source
- If the representative lacks sufficient faculties, the act is inoponible to the apparent represented person.Verified against the official source
- It is voidable if the representative’s will is vitiated, or the represented person’s when acting on faculties they previously determined.Verified against the official source
Documents you need
Cost
Step by step
Step 1: See who was on both sides
Article 322(a): the representative may not act with themselves, on their own account or a third party’s.
Step 2: Look for the express conformity
The prohibition yields only to the express conformity of the represented person. Not to silence.
Step 3: Follow where the goods went
Article 322(b): they may not go to the agent’s own business or to that of persons other than the represented.
Step 4: The sanction is voidability
The same article: the act done in contravention of it is voidable.
Step 5: Separate the lack of power
Article 323(a): if the representative lacks sufficient faculties, the act is inoponible to the apparent represented person.
Step 6: And separate the defect of the will
Article 323(b): it is voidable if the representative’s will is vitiated, or the represented person’s in the case the paragraph describes.
Where to do it
These two articles describe no procedure before any agency. The Code does not say here what form the express conformity must take or when it must be given. It does not define what sufficient faculties of representation are. It does not say who may seek annulment or a declaration of inoponibilidad, before which forum, with what pleading, at what fee or within what deadline. Nor does it say what becomes of the third party who contracted in good faith with an agent lacking faculties. And the condition in Article 323(b) — that the represented person’s vitiated will only counts when the act is granted in exercise of faculties they previously determined — the article does not explain, and it is not explained here on its behalf.
How long it takes
What to do if something goes wrong
Two words decide almost all of these cases, and both are in the text. The first is express. Article 322 allows the agent to contract with themselves, but only if the represented person’s express conformity intervenes. A broad power does not authorise it, the principal knowing about it does not either, and their silence least of all: the article asks for conformity given, not inferred. The second is voidable. The act done against that prohibition does not vanish by itself; it stands exposed to a request for its annulment, with everything that drags along. The other thing to separate, because it completely changes what may be asked for, is the defect the act had. If the agent signed without sufficient faculties, Article 323 does not say the act is null: it says it is inoponible to the apparent represented person. The difference matters a great deal in practice, because what cannot be set against someone may still stand if that person later ratifies it. If instead there was a defect of the will — error, deceit, violence or intimidation — the act is voidable; and mind the paragraph, because when the defect is the represented person’s, the article only counts it if the act was granted in exercise of faculties they had previously determined. That condition is written that way and is not explained in the Code. For Article 322’s paragraph (b) the practical advice is different and it is bookkeeping: the prohibition does not speak of stealing but of mixing, of applying goods obtained in the representation to the agent’s own business or to other people’s. Keeping money and goods separate and documented is what lets you show that did not happen. MiPRFácil does not represent anyone in court and gives no legal advice.
Common mistakes
- Believing a broad power lets the agent contract with themselves: Article 322 demands express conformity.
- Taking the principal’s silence for permission: the article asks for express conformity.
- Thinking the ban only covers an agent buying for themselves: it also covers acting for a third party.
- Ignoring paragraph (b): mixing the representation’s goods with the agent’s own business is banned too.
- Treating an act done without faculties as null: Article 323 declares it inoponible, not null.
- Confusing inoponibilidad with voidability: Article 323 gives them different causes.
- Forgetting an inoponible act may still stand if it is ratified afterwards.
- Reading Article 323(b) without its condition: the principal’s defect only counts in the case described.
Frequently asked questions
May my agent buy my house from me?
Article 322 forbids it without the represented person’s express conformity, and an act so done is voidable.
Does it count if I knew and said nothing?
The article asks for the represented person’s express conformity. It speaks of neither knowledge nor silence.
They signed without sufficient power. Is it null?
Article 323 says it is inoponible to the apparent represented person, which is not the same as null.
May they use my money in their own business?
Article 322(b) forbids it without express conformity, as it does applying it to other people’s business.
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 12, 2026
MiPRFácil is an independent informational website and is not affiliated with, endorsed by, or operated by the Government of Puerto Rico or any government agency.
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If the document does not clearly say you sign for another, the deal is yours
Article 318 of the Civil Code of 2020 treats the representative as acting on their own account when the act does not clearly say otherwise.
The silence of whoever was asked to ratify is understood as a refusal
Article 325 of the Civil Code of 2020 reads silence as a refusal to ratify, yet ratifies silently whoever takes the deal’s benefit.
Power of attorney and durable power: who can sign for you
A general power covers only administration. Selling or mortgaging needs express authority, and surviving your incapacity needs a durable power.
Performing the contract after the cause ends costs you the right to void it
Article 350 of the Civil Code of 2020 turns full or partial performance into tacit confirmation, and 351 extinguishes the action with it.
Voiding a contract for your own mistake makes you pay the other side’s expenses
Article 286 of the Civil Code of 2020 makes only the author of deceit, violence and intimidation indemnify; in error, whoever invokes it pays.
When a mandate ends, and what still counts once it has
It ends by full execution, expiry, death or incapacity — except a durable power — and by revocation. Acts done before learning of it stay valid.