P.R. Laws tit. 10, § 278a-1

2019-02-20
§ 278a-1. Termination of relationship—Just cause for termination; exceptions; presumptions

For the purposes of this chapter and specifically for the effects of § 278a of this title:

(a) The violation or nonperformance by a dealer of any provision included in the dealer’s contract to prevent or restrict changes in the capital structure of the dealer’s business, or changes in the managerial control of said business, or the manner or form of financing the operation, or to prevent or restrict the free sale, transfer or encumbrance of any corporate action, participation, right or interest that any person could have in said distribution business, shall not be considered as being just cause unless the principal or grantor shows that such nonperformance may affect, or has truly and effectively affected the interests of such principal or grantor in an adverse or substantial manner in the development of the market, distribution of the merchandise or rendering of services.

(b) It shall be presumed, but for evidence to the contrary, that a principal or grantor has impaired the existing relationship in any of the following cases:

(1) When the principal or grantor establishes facilities in Puerto Rico for the direct distribution of merchandise or the rendering of services which were previously in the charge of the dealer;

(2) when the principal or grantor establishes a distribution relationship with one or more additional dealers for the area of Puerto Rico or any part of said area in conflict with the contract existing between the parties;

(3) when the principal or grantor unjustifiably refuses or fails to fill the order for merchandise sent to him by the dealer in reasonable amounts and within a reasonable time;

(4) when the principal or grantor unilaterally and in an unreasonable manner varies the shipping methods or the manner, conditions or terms of payment for the merchandise ordered, to the prejudice of the dealer.

(c) The violation or nonperformance by the dealer of any provision included in the dealer’s contract fixing rules of conduct or distribution quotas or goals because it does not adjust to the realities of the Puerto Rican market at the time of the violation or nonperformance by the dealer shall not be deemed just cause. The burden of proof to show the reasonableness of the rule of conduct or of the quota or goal fixed shall rest on the principal or grantor.

History —June 24, 1964, No. 75, p. 231, added as § 2A on July 13, 1988, No. 81, p. 339, § 1.