The price in a sale: who sets it and what if the parcel measures otherwise

They are Articles 1282 to 1284 of the Civil Code of 2020, the price section of the sales chapter: how it is determined, when the sale is void for lack of a certain price, and the two different rules for parcels sold as a lump sum or by measure.

Buyers and sellers under the Puerto Rico Civil Code, and in particular anyone who bought or sold a parcel whose real area does not match the contract’s.

• A certain price: agreed by the parties or determinable by a designated third person, by exchange or market, or by the price the seller normally sets when they habitually sell that good.Verified against the official source
• That the determination of the price not be left to the will of one of the parties: if it is, the sale is null.Verified against the official source
• For the adjustment of Article 1284, that the parcel’s price was agreed by unit of surface measure or by quality of the land.Verified against the official source
• To rescind on that ground, that the real surface or quality exceed five per cent of what the contract states.Verified against the official source

• The contract recording how the price was fixed: as a lump sum, by unit of measure, by land quality, by exchange or market, or by a designated person.
• If the area is disputed, the parcel’s real measure against the one stated in the contract: Article 1284 compares precisely those two.

1. 1

   Step 1: Who sets the price

   Article 1282 opens like this: the price is agreed by the parties or determined by a third person they designate. Those are the two ordinary routes, and the second must be designated.

2. 2

   Step 2: If the third person will not or cannot

   The same article settles it: where the designated person will not or cannot determine it, the court determines the price. The article does not say on what criterion, and this guide does not invent one.

3. 3

   Step 3: Exchange or market price

   The parties may agree that the price be that of the thing on an exchange or market at a given place and day. And if the thing has an exchange or market price, the price of the place where delivery is to be made is presumed.

4. 4

   Step 4: What the seller sells every day

   In the sale of goods the seller habitually sells, if the parties neither determined the price nor agreed the mode of determining it, the price normally set by the seller governs. It is the rule that keeps an ordinary deal from collapsing because numbers were never discussed.

5. 5

   Step 5: By weight means net weight

   A short line of the same article: where the price is fixed by weight, it refers to net weight. Not gross.

6. 6

   Step 6: The limit: nobody sets the price alone

   Article 1282 closes: the sale is null where the determination of the price is left to the will of one of the parties. Writing that "the seller will set the price later" falls within that phrase.

7. 7

   Step 7: Parcel at a lump-sum price: no adjustment

   Article 1283: where the object is a parcel and the price was agreed as a lump sum, there is no increase or decrease of the price even if the area turns out greater or smaller. A lump-sum price buys the whole, at whatever the measure turns out to be.

8. 8

   Step 8: Parcel by measure: it does adjust

   Article 1284: where a parcel’s price is agreed by unit of surface measure or by quality of the land, its price is the one resulting from the real surface or quality, and the parties may claim the corresponding adjustment from each other. The adjustment runs both ways.

9. 9

   Step 9: The 5% that opens the door to rescission

   The last line of Article 1284: if the surface or quality exceeds five (5%) per cent of what the contract states, the buying party has the right to rescind the sale. The article gives the right to rescind to the buying party; this guide does not extend it to anyone else.

10. 10

    Step 10: The clock for a cabida claim is not here

    This section sets no deadline. The one that exists is in Article 1289: actions arising from lesser or greater surface area must be brought within six months from when risk passes to the buyer. That is in the seller-and-buyer obligations guide.

The price is agreed between the parties; there is no agency. Only where the designated person will not or cannot determine it does the court step in, under Article 1282 itself. Disputes over area or adjustment are decided by the Court of First Instance.

• Writing that one of the parties will set the price later: that makes the sale null.
• Believing there is no sale without a written price: if the seller habitually sells that good, the price they normally set governs.
• Designating a third person to set the price and providing nothing if they will not or cannot: the court determines it.
• Counting the price by gross weight: the article says net weight.
• Asking for a reduction over lesser area in a parcel bought at a lump-sum price.
• Believing only the buyer may claim in a sale by unit of measure: the parties may claim the adjustment from each other.
• Applying the 5% to a lump-sum sale: that threshold belongs to Article 1284.
• Letting Article 1289’s period run out for the area action.

These are the government pages this guide is based on.

• Poder Judicial de Puerto Rico

  Poder Judicial

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