In short
Article 341 defines invalidity as a legal sanction that, through a judicial decision, deprives the juridical act of its proper effects for having an originary, essential and intrinsic defect, and adds something useful to whoever is being sued: it may be invoked by action or by defence. Article 342 separates the two classes. It is null if the object, the causa or the consent are inexistent; if the object or the causa are illicit; if it lacks the formalities the law demands for its validity; or if it is contrary to imperative law, morals or public order. It is voidable if the executor has incapacity to act, if any defect of the will concurs, or if the act has a defect of non-solemn form. Who may ask changes with the class: nullity may be sought by any interested person who has not acted in bad faith to obtain a benefit, and the court must declare it of its own motion if it is manifest; voidability is declared only at the request of the person in whose protection it is established. The judgment obliges restitution of what was received with its fruits and products, allows indemnity for the party who did not originate the invalidity, and permits voiding only part of the act if the rest meets the elements of validity. And then come the three articles most people lose without noticing. Confirmation may be tacit, and it results from total or partial performance of the voidable act once the cause of annulment ceases. Confirming extinguishes the voidability action and perfects the act from its origin. Article 351 adds that the prescription of the annulment action produces the same effect as confirmation, but in no article of this Book does the Code say how long that term is.
What is it?
They are Articles 341 to 351 of the Civil Code of 2020: when a juridical act is null, when it is voidable, who may ask, and how that right is lost.
Who can do it?
Anyone wanting to attack a contract, a deed or any other juridical act, and anyone defending one.
Requirements
- Invalidity is a legal sanction depriving the act of its effects through a judicial decision, and may be invoked by action or by defence.Verified against the official source
- It is null if object, causa or consent are inexistent or illicit, if validity formalities are missing, or if it is contrary to imperative law, morals or public order.Verified against the official source
- It is voidable for the executor’s incapacity to act, for any defect of the will, or for a defect of non-solemn form.Verified against the official source
- Nullity may be sought by any interested person without bad faith, and the court declares it of its own motion if manifest; voidability only by the protected person.Verified against the official source
- The judgment obliges restitution of what was received with its fruits and products, and allows indemnity for the party who did not originate it.Verified against the official source
- Confirmation may be tacit and results from total or partial performance of the voidable act; it extinguishes the voidability action.Verified against the official source
Documents you need
Cost
Step by step
Step 1: Classify the defect
Article 342: inexistent or illicit object, causa or consent, and missing validity formalities, make the act null.
Step 2: Or put it in the other list
Same article: it is voidable for incapacity to act, a defect of the will, or a non-solemn form defect.
Step 3: Check you are entitled
Article 343: nullity by any interested person without bad faith. Article 344: voidability, only the protected person.
Step 4: You may use it as a defence
Article 341: invalidity may be invoked by action or by defence, not only by suing first.
Step 5: Count what would have to go back
Article 346: the judgment obliges restitution of what was received with its fruits and products.
Step 6: Perhaps voiding one part is enough
Article 348: partial invalidity is possible if part of the act meets the elements of validity.
Step 7: Careful about carrying on
Article 350: tacit confirmation results from total or partial performance of the voidable act.
Step 8: Because that extinguishes the action
Article 351: confirmation extinguishes the voidability action and perfects the act from its origin.
Where to do it
These articles describe no procedure before any agency. And there is a gap worth stating before anything else: Article 351 provides that the prescription of the annulment action produces the effect of confirmation, but in no article of this Book does the Code say how long that term is. This guide puts no number on it. Nor does the Code define here what incapacity to act is, which formalities are solemn and which are not, or who counts as an interested person for seeking nullity. It does not say before which forum any of this is filed, with what pleading or at what fee. And Article 346 sends restitution to the provisions on good- or bad-faith real relations, which were not read for this batch. There is also a tension in the text itself: Article 341 describes the defect as originary, and Article 345 contemplates an act that became null at a later moment. The Code does not reconcile the two phrases and they are not reconciled here on its behalf.
How long it takes
What to do if something goes wrong
If you have a contract you want to attack, the first step is not drafting the complaint but deciding which of Article 342’s two lists your case falls into, because everything else depends on that. If it is null, any interested person who has not acted in bad faith to obtain a benefit may ask, and the court must even declare it of its own motion if it is manifest. If it is voidable — and that is where every defect of the will and incapacity to act land — only the person in whose protection the invalidity was established may ask, so a third party the contract inconveniences has no door there. The second point is that suing is not required: Article 341 allows invalidity to be invoked by way of defence, which matters a great deal if the other side moved first. The third, and the one that loses the most cases: Article 350 says confirmation may be tacit and that it results from total or partial performance of the voidable act, once the cause of annulment ceases. Continuing to pay, continuing to deliver or continuing to use the contract after the pressure ended or after you learned of the deceit may read as confirmation, and Article 351 says confirmation extinguishes the action and perfects the act from its origin. The only written exception is short: in cases of voidability for error there is no partial confirmation. The fourth is to do the arithmetic first: the judgment obliges restitution of what was received with its fruits and products, and whoever did not originate the invalidity may also be indemnified for damages. Sometimes the way out is not bringing down the whole contract but Article 348’s partial invalidity, if the rest stands on its own. And there is something the Code leaves unanswered that you should know up front: Article 351 says the prescription of the action produces the effect of confirmation, but the term does not appear in this Book. This guide does not invent it. MiPRFácil does not represent anyone in court and gives no legal advice.
Common mistakes
- Using null and voidable as synonyms: Article 342 gives them different lists and different claimants.
- Seeking voidability without being the protected person: Article 344 reserves it to them.
- Believing you must sue: Article 341 allows invalidity to be invoked by way of defence.
- Continuing to pay the contract after the cause ceased: that may be tacit confirmation.
- Treating the right to void as alive after confirming: Article 351 extinguishes it.
- Forgetting that what was received must go back with its fruits and products.
- Asking for the whole contract’s nullity when Article 348’s partial invalidity fits.
- Looking in this Book for the term of the annulment action: the Code does not say it here.
Frequently asked questions
What is the difference between null and voidable?
Article 342 gives two lists: nullity for object, causa, consent, formalities or imperative law; voidability for incapacity, a defect of the will, or non-solemn form.
Do I lose the right to void if I keep performing?
Article 350 says tacit confirmation results from total or partial performance of the voidable act, and 351 that confirmation extinguishes the action.
May I raise invalidity if I am the one being sued?
Article 341 says invalidity may be invoked by way of action or of defence.
How long do I have to seek annulment?
Article 351 speaks of the action’s prescription, but no article of this Book says how long that term is. No number is given here.
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
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Did you find out-of-date information?
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.
A calculation error in a contract is corrected; it does not void the deal
Article 290 of the Civil Code of 2020 orders calculation errors rectified, and Articles 288 and 289 limit which errors do void.
Staying silent on purpose is deceit; and if both deceived, nobody indemnifies anybody
Article 292 of the Civil Code of 2020 counts an intentional omission as deceit, and Article 294 leaves reciprocal deceit without remedy.
Threatening someone you love voids the contract, and it counts even from a third party
Article 295 of the Civil Code of 2020 includes imminent harm to your loved ones, and Article 296 reaches a threatening third party.
Not saying a formality was met does not void a will; not meeting it does
Article 1708 of the Civil Code of 2020 saves the will when it can be shown the requirement was met even if not stated.
Your agent may not sell themselves what is yours without your express consent
Article 322 of the Civil Code of 2020 makes voidable any act the representative makes with themselves without the principal’s express consent.
If the bound party blocks the condition, the Code treats it as fulfilled
Article 307 of the Civil Code of 2020 deems fulfilled a suspensive condition the bound party blocked, and unfulfilled a resolutory one they provoked.
If the contract’s purpose is frustrated through nobody’s fault, you may resolve it
Article 276 of the Civil Code of 2020 lets the injured party resolve the act, or adjust performances, if the causa is frustrated through no party’s fault.