The work collapsed, someone died, or it became impossible: what gets paid

They are Articles 1376 and 1377 of the Civil Code of 2020: the four causes by which a contract for works becomes ineffective, and what must be paid in each case, including destruction of the work.

Principals, contractors and the heirs of either, in a work contracted under the Puerto Rico Civil Code.

• For cause (a): that the principal’s death make the execution impossible or useless; death alone is not enough under the text.Verified against the official source
• For cause (c): that the execution become impossible for causes not attributable to either party, even if already begun.Verified against the official source
• For the principal to pay the full price despite destruction: that it be due to the bad quality of the materials they supplied and that the contractor warned them in good time.Verified against the official source

• A record of the part executed and of the usable materials: what must be paid is calculated on those two.
• A record of who supplied the materials and of whether the work was being carried out on an immovable of the principal.
• If the contractor warned about the bad quality of the principal’s materials, the record of that warning and its date.

1. 1

   Step 1: When the principal dies

   Article 1376(a): the principal’s death makes the contract ineffective where it makes the execution impossible or useless. The article conditions the cause; it does not say every death of a principal ends the contract.

2. 2

   Step 2: When the contractor dies

   Article 1376(b) writes it from the other side: it is a cause of ineffectiveness that the principal does not agree to continue the contract with the contractor’s heirs. The article does not oblige the principal to continue, nor give the heirs a right to demand it; it describes what happens if no agreement is reached.

3. 3

   Step 3: When the work becomes impossible

   Subsection (c): the execution, even if begun, becomes impossible for causes not attributable to either party. Having already started does not bar this cause.

4. 4

   Step 4: When the work is destroyed or deteriorates

   Subsection (d): the work is destroyed or deteriorates, whether by fortuitous event or by force majeure. This cause has its own consequences in the next article.

5. 5

   Step 5: The general rule of what is paid

   Article 1377, first paragraph: in cases of ineffectiveness, the principal must pay the price of the usable materials and the value, in proportion to the price, of the part executed. Two items: usable materials and the part executed.

6. 6

   Step 6: If the work was destroyed: the materials

   Subsection (a) of the second paragraph: the materials are lost by the party that supplied them, except where the work was carried out on an immovable of the principal, in which case the principal must pay for them. The exception is not minor: if the work was on your immovable, you pay for the materials.

7. 7

   Step 7: If the work was destroyed: the task performed

   Subsection (b): the principal must pay for the task performed in proportion to the total price. It is the same proportional criterion as the general paragraph.

8. 8

   Step 8: The exception that changes the whole outcome

   The same subsection (b): the principal must pay the full agreed price where the destruction or considerable deterioration is due to the bad quality of the materials the principal supplied and the contractor warned them of that circumstance in good time. Both conditions must hold together: the principal’s materials and the contractor’s timely warning.

9. 9

   Step 9: That is why the warning goes in writing

   Warning about the bad quality or unsuitability of the materials the principal supplied is a contractor obligation in another article of the chapter. Here you see what it is for: it turns a destruction into payment of the full price. The Code does not define "in good time", and this guide sets no period for it.

Settling what must be paid runs between the parties; the Code names no agency. If there is a dispute over the cause of ineffectiveness or over the amounts, the Court of First Instance decides. What happens with heirs, as to what passes to them, is governed by the succession rules, which we did not read here.

• Treating the contract as ended because the principal died: that death must make the execution impossible or useless.
• Believing the contractor’s heirs automatically continue the work.
• Believing the opposite, that the principal may not agree to continue with them: the article contemplates precisely that agreement.
• Forgetting that supervening impossibility is a cause even if the work had already begun.
• As the principal, not paying for the usable materials or the part executed in cases of ineffectiveness.
• As the contractor, absorbing the loss of the materials where the work was on an immovable of the principal: there the principal pays for them.
• As the principal, supplying bad materials and ignoring the contractor’s warning: if the work is destroyed for that, the full price is paid.
• As the contractor, warning orally and then being unable to prove it was in good time.

These are the government pages this guide is based on.

• Poder Judicial de Puerto Rico

  Poder Judicial

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