In short
Article 1367 of the Civil Code of 2020 defines the contract with a sentence that does a lot of work: by the contract of works, the contractor binds itself, without being subordinate to the principal, to carry out a material or intellectual work for the payment of a price. Three things are settled there: that there is a work — material or intellectual, not only construction —, that a price is paid, and that the contractor is not subordinate to whoever commissions it. Article 1368 develops that absence of subordination: save where otherwise agreed, the contractor freely chooses the means and may use, under its direction and responsibility, assistants for the execution of the work. Those final words matter: under its direction and responsibility. And Article 1369 allocates the risk of what is lost before its time: where the goods necessary for the execution perish by fortuitous event or force majeure, the loss is borne by the party obliged to supply them. That is, risk follows whoever had the duty to provide those goods, not whoever physically held them. What these three articles do not say, and neither does this guide: what counts as an intellectual work, or who the party obliged to supply the goods is in your case, which depends on the contract and on other articles of the same chapter. And a scope warning: the Code calling someone a contractor does not decide their employment status, which is governed by other statutes we did not read here.
What is it?
They are Articles 1367 to 1369 of the Civil Code of 2020, opening the chapter on the contract for works: what the contract is, how the contractor picks its means and assistants, and who bears the loss of the goods necessary for execution.
Who can do it?
Anyone commissioning a material or intellectual work and anyone binding themselves to carry it out, under a contract governed by the Puerto Rico Civil Code.
Requirements
- That the contractor bind itself to carry out a material or intellectual work for the payment of a price.Verified against the official source
- That the contractor not be subordinate to the principal: that is the word the article itself uses to describe the relationship.Verified against the official source
- To limit the choice of means or the use of assistants, to have agreed it: the article allows it "save where otherwise agreed".Verified against the official source
Documents you need
Cost
Step by step
Step 1: The definition, word for word
Article 1367: by the contract of works, the contractor binds itself, without being subordinate to the principal, to carry out a material or intellectual work for the payment of a price.
Step 2: It is not only construction
The article says "material or intellectual work". A drawing, a report or a design commissioned from someone who is not subordinate fit the definition as much as a concrete slab. The Code does not define intellectual work here, and this guide draws no boundary for it.
Step 3: "Without being subordinate" is the key phrase
That is the line the Code itself draws between this contract and an employment relationship. That said: a person’s employment status is decided by labour statutes with their own tests, which we did not read for this guide, and this guide classifies nobody.
Step 4: The contractor chooses how to do it
Article 1368: save where otherwise agreed, the contractor freely chooses the means. If the principal wants to impose materials, methods or equipment, it must be agreed.
Step 5: And it may bring assistants
The same article: it may use, under its direction and responsibility, assistants for the execution of the work. Bringing people in does not transfer their direction or responsibility to the principal.
Step 6: If the materials are lost by fortuitous event
Article 1369: where the goods necessary for the execution perish by fortuitous event or force majeure, the loss is borne by the party obliged to supply them.
Step 7: Risk follows the duty to supply
Note that the rule does not look at who physically held the goods, but at who was obliged to provide them. Who that party is comes from the contract, and the chapter itself carries a presumption about materials in another article, with its guide.
Step 8: What this chapter does not replace
The Code regulates the contract between the parties. Permits, works certification and contractor registration are another matter, with their own statutes and regulations and their own guides on this site. Having a valid contract does not exempt anyone from those requirements.
Where to do it
The contract for works is agreed between the parties; the Code orders no trip to any agency for it to exist. Construction permits and works certification run through other entities with their own rules, which we did not read here. Contract disputes are decided by the Court of First Instance.
How long it takes
What to do if something goes wrong
If your question is how much must be paid or how the price is fixed, that is the price-of-works guide. If it is what each side owes, or the ten-year warranty against ruin, that is the obligations one. If the contract collapsed or you want out, there are two more guides from this same chapter. If you are asking whether the contractor must be registered or whether the work needs a permit, that is other legislation with separate guides. These articles do not define intellectual work, do not say who must supply the goods in your case, and decide nobody’s employment status. MiPRFácil does not represent anyone in court and gives no legal advice.
Common mistakes
- Believing the contract for works only covers construction: the article says material or intellectual work.
- Directing the contractor as if they were an employee: the article describes them as not subordinate to the principal.
- As the principal, expecting to impose the means without having agreed it.
- As the principal, believing you answer for the contractor’s assistants: they are under the contractor’s direction and responsibility.
- As the contractor, bringing assistants in and washing your hands of what they do.
- Arguing over who held the materials when they were lost: the loss is borne by whoever was obliged to supply them.
- Assuming a valid contract replaces permits or contractor registration.
- Using this article to classify someone as an employee or independent contractor for labour purposes.
Frequently asked questions
What is the difference between a contract for works and employment?
Article 1367 describes the contractor as someone who binds themselves to carry out the work without being subordinate to the principal. That is the line the Code draws. Employment status, however, is decided by labour statutes with their own tests, which we did not read here.
May the contractor bring other people to work?
Yes, save agreement to the contrary: Article 1368 lets them use assistants for the execution, under their direction and responsibility.
A hurricane destroyed the materials before installation. Who loses?
Article 1369 says that where the goods necessary for the execution perish by fortuitous event or force majeure, the loss is borne by the party obliged to supply them.
May I require certain materials or methods?
Only if agreed: Article 1368 lets the contractor freely choose the means save where otherwise agreed.
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 9, 2026
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The price of works: who fixes it and who supplies the materials
Absent agreement, a lump sum is presumed and the contractor supplies the materials. With no price and no applicable usage, the court determines it.
Contracted works: ten years of warranty against ruin, and nine more duties
The contractor guarantees soundness against ruin for ten years from delivery. And those who put in labour and materials may claim from the owner.
The work collapsed, someone died, or it became impossible: what gets paid
Where the contract fails, the principal pays for usable materials and the proportional value of what was executed. With its own rules if the work is destroyed.
Getting out of a works contract: the 20%, the five days, and what you pay
If necessary changes raise the price by 20%, the principal may rescind — but only within five days. And they may always cancel by paying for work done.
Contractor registry: how to check it before you sign
Act 146-1995 creates a public Contractor Registry at DACO, with bond and certification. What to demand before hiring and how long you have to claim.
What a sale is, when it is a barter, and what form it needs
Transferring ownership for a certain price. If part of the price is another thing, it is still a sale as long as the money is worth the same or more.