Libro Quinto · Título V Capítulo I. Disposiciones generales

There is a contract when two or more persons agree to create, modify or extinguish an obligation.

Contracts are perfected by the mere consent of the parties, except when the law establishes a specific formality as an essential requirement for their validity.

From the time a contract is perfected, it obligates the contracting parties to performance of what was agreed, provided it is within the legal provisions relating to the transaction entered into, and it must be performed in good faith and according to the common intention of the parties.

Adhesion contracts, in which the conditions governing the service offered to the public are established solely by the offeror, are perfected when the person using the service accepts the conditions imposed.

The rules and rates of such businesses must be previously approved by the Executive, for the person or enterprise making the offer to be able to act, incurring liability otherwise. When the change in the circumstances under which a public service was authorized makes the accepted rules and rates excessively onerous, the Public Prosecutor's Office or the representative of the respective municipality may request revision of the conditions imposed.

Adhesion contract. The rules and rates of such businesses must be previously approved by the Executive, for the person or enterprise making the offer to be able to act, incurring liability otherwise. When the change in the circumstances under which a public service was authorized makes the accepted rules and rates excessively onerous, the Attorney General or the representative of the respective municipality may request revision of the conditions imposed.

The person who proposes to another the formation of a contract, fixing a time limit for acceptance, remains bound by his offer until expiration of the time limit.

If no time limit has been fixed, the author of the offer is released if acceptance is not made immediately.

The offer shall contain the conditions of the contract and shall be made in precise and specific terms. The response shall be given plainly and simply.

When the offer is made to an absent person, the contract is formed at the moment the offeror receives the answer from such person within the time limit of the offer.

If the offer is made without fixing a time limit, the author thereof shall remain bound during sufficient time for the answer to come to his knowledge.

The contract by telephone is considered concluded between persons present, and both in this case and in that of the preceding article, the contract is deemed concluded in the place where the offer was made.

If for any circumstance the acceptance should belatedly come to the knowledge of the offeror, the offeror shall communicate it without delay to the acceptor, under penalty of liability for damages and losses.

If the transaction is of a kind in which express acceptance is not customary, or when the offeror has waived it, the contract shall be deemed concluded if the offer was not refused without delay.

Acceptance shall be considered nonexistent if, before it or together with it, the acceptor's retraction comes to the knowledge of the offeror.

The offer shall have no effect if the offeror should die or lose capacity to contract, before having received the acceptance; or if the other party should die or lose capacity before having accepted.

The rights and obligations of the contracting parties pass to the heirs and other successors of the parties, unless the contrary results from the law, the agreement, or the very nature of the contract.

One may promise the act of a third party with a charge of compensation if the latter does not perform. The liability of the promisor shall cease from the moment the third party accepts the obligation.

Whoever stipulates in favor of a third party has the right to demand performance of the obligation.

The same right vests in the third party when so resulting from the purpose contemplated in the contract.

When the right to claim performance of what was agreed is left to the third party favored by the contract, it shall not depend on the stipulator to exonerate the debtor.

The stipulator may reserve the right to substitute the third party designated in the contract, independently of the will of the latter and of the other contracting party.

Those who enter into a contract are obligated to conclude it and to compensate for the damage and losses resulting from non-performance or contravention through fault or intent.

In every bilateral contract there is a resolutory condition, and it is triggered when either party fails to perform its respective obligation.

The interested party may seek termination of the contract or demand its performance, and in both cases, payment of damages, if any.

The termination of the contract may also be sought, even after having opted to demand performance, if such performance becomes impossible after the filing of the action.

Whoever has given cause for the failure to perform or invalidity of a contract may not invoke that cause in his favor to request its termination.

Not only things that exist may be the object of contracts, but also those that are expected to exist; but it is necessary that the former and the latter be determined, at least as to their kind.

The quantity may be uncertain provided that the contract fixes rules or contains data that serve to determine it.

Acts must be possible, determined, and the contracting parties must have an interest in their performance.

Any contract concerning the right to succeed to the property of a person who has not died, or whose death is unknown, is prohibited.

If, after a bilateral contract has been entered into, a diminution of the patrimony of one of the parties should occur, capable of compromising or rendering doubtful the performance incumbent upon it, the party that must effect its performance first may refuse its performance until the other satisfies that incumbent upon it or provides sufficient guarantees.

While the parties are not in agreement on all the terms of the contract, it shall not be deemed concluded. Agreement on isolated points shall not produce an obligation, even if it has been recorded in writing.

The person who, taking advantage of the position he or she holds, or of the need, inexperience or ignorance of another, induces the latter to grant usurious advantages or to contract obligations notoriously prejudicial to his or her interests, is obliged to return what he or she has received, with damages and losses, once the nullity of the agreement has been judicially declared.