Can a Puerto Rico employer require assignment of every invention?
There is no private-sector statutory ceiling. Puerto Rico — a civil-law jurisdiction governed by the Civil Code of 2020 — has no private-sector employee-invention statute: nothing in the Leyes de Puerto Rico or the Civil Code voids an assignment of a true own-time, own-resource invention. The only employee-invention statute on the books, 3 L.P.R.A. § 694a, covers research employees of the Commonwealth government, not private employers. An assignment clause is therefore an ordinary Civil Code contract operating against the federal patent-law baseline that rights in an invention start with the inventor.
Because Puerto Rico is a civil-law jurisdiction, the limits come from the Civil Code and federal patent law rather than a legislative carve-out. Our review of the Leyes de Puerto Rico and the Civil Code of 2020 (Ley 55-2020) surfaces no private-sector invention-, patent-, or intellectual-property-assignment provision of the kind California, Washington, or Illinois has enacted — no own-time carve-out, no notice statute, and no employer-ownership default. A Puerto Rico private employer starts from general contract law, not a § 2870-style statutory ceiling on what an assignment promise may capture.
The one Puerto Rico employee-invention statute must be named so it is not half-remembered as a general rule. 3 L.P.R.A. § 694a addresses only employees of Commonwealth agencies, instrumentalities, and public corporations devoted to research: inventions they produce in the discharge of public employment belong to the government, with a committee-set employee share of any profits capped at one third . The statute — quoted here from the official English translation of the Laws of Puerto Rico — makes such inventions the government's property in these terms:
“shall be the exclusive property of the Commonwealth of Puerto Rico”
That is a public-sector ownership rule, not a private-sector carve-out, and nothing in it reaches a private employer's assignment clause.
The Civil Code of 2020 contains exactly one intellectual-property article, and it is a governing-law pointer rather than a substantive employee-invention rule. Article 53 provides :
“Los derechos de propiedad intelectual e industrial se rigen por la ley vigente en Puerto Rico.”
In English — our translation of the Spanish original — intellectual and industrial property rights are governed by the law in force in Puerto Rico. That one-line conflicts rule points to the applicable law; it does not itself allocate inventions between employer and employee.
The substantive default the Civil Code operates against is federal. Under Stanford v. Roche, absent an effective assignment, rights in an invention belong to the person who conceived it .
Adjacent Puerto Rico intellectual-property statutes shape the scope of a broad assignment clause without allocating invention ownership. Under the moral-rights act (Ley 55-2012), a work made for hire — including a work created by an employee in the regular course of duties — generates no moral rights unless a signed written agreement so provides, and the integrity right is waivable only by signed writing . The trade-secrets act (Ley 80-2011) lists requiring employees with access to sign confidentiality agreements among the reasonable measures that preserve trade-secret protection — the backdrop for a PIIA's confidentiality clause . And the Puerto Rico Supreme Court held in 2026 that commercial image and publicity rights under Ley 139-2011 are transferable only through a written agreement or intestate succession, regardless of the employment relationship — so a clause that wants an employee's likeness needs its own signed grant .
The practical consequence is that a Puerto Rico private employer can, in principle, contract for assignment more broadly than a California or Washington employer, because no statute carves out own-time inventions from the reach of the clause. That breadth is not unlimited: the clause is still an ordinary Civil Code contract, subject to general contract-law defenses and to the Code's public-order nullity rule, and a clause that functions as a restraint on post-employment work runs into the strict judge-made non-compete doctrine — both taken up under the trailing-clause question below.
Sources for this answer
Primary law
A.1 3 L.P.R.A. § 694a3 L.P.R.A. § 694a — the only Puerto Rico employee-invention statute — supports the rule that inventions produced by Commonwealth research employees in the discharge of public employment are the exclusive property of the Commonwealth, with the employee share of any profits capped at one third; it is a public-sector ownership rule, not a private-sector carve-out. Quoted from the official English translation of the Laws of Puerto Rico.
shall be the exclusive property of the Commonwealth of Puerto Rico
See 3 L.P.R.A. § 694a (quoted from the English translation of the Laws of Puerto Rico).
Primary law
A.3 P.R. Civil Code of 2020, art. 53 (31 L.P.R.A. § 5415)PDFArticle 53 of the Civil Code of 2020 supports the rule that intellectual and industrial property rights are governed by the law in force in Puerto Rico — a one-sentence governing-law pointer, and the Code's only intellectual-property article, not a substantive employee-invention rule. Spanish original; the English rendering in the body is our translation.
Los derechos de propiedad intelectual e industrial se rigen por la ley vigente en Puerto Rico.
See Cód. Civ. P.R. art. 53, 31 L.P.R.A. § 5415 (2020).
Case law · 2011-06-06
A.2 Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular SystemsStanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor, the baseline against which any Puerto Rico assignment clause is measured.
Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor.
See Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).
Primary law
A.4 Ley 55-2012 (Ley de Derechos Morales de Autor), art. 7 (31 L.P.R.A. § 1401o)PDFArticle 7 of Puerto Rico's moral-rights act supports the rule that a work made for hire — including a work created by an employee in the regular course of duties — generates no moral rights unless a signed written agreement so provides. Spanish original; the English rendering in the body is our translation.
La obra creada como un “trabajo hecho por encargo” no genera derechos morales, excepto que así se disponga mediante acuerdo escrito y firmado.
See Ley de Derechos Morales de Autor de Puerto Rico, Ley 55-2012, art. 7, 31 L.P.R.A. § 1401o.
Primary law
A.5 Ley 80-2011 (Ley para la Protección de Secretos Comerciales e Industriales), 10 L.P.R.A. § 4133(c)PDFPuerto Rico's trade-secrets act supports the rule that requiring employees who are authorized to access trade-secret information to sign confidentiality agreements is among the reasonable security measures that preserve trade-secret protection — the statutory backdrop for a PIIA's confidentiality clause, not an invention-ownership rule. Spanish original; the English rendering in the body is our translation.
requerir a los empleados de la empresa autorizados a acceder la información, el firmar acuerdos de confidencialidad
See Ley para la Protección de Secretos Comerciales e Industriales de Puerto Rico, Ley 80-2011, 10 L.P.R.A. § 4133(c).
Case law · 2026-03-20
A.6 Friger Salgueiro v. Mech-Tech College, LLCPDFFriger Salgueiro v. Mech-Tech College holds that commercial image and publicity rights under Ley 139-2011 are transferable only through a written agreement or intestate succession, regardless of the employment or contractual relationship — so an assignment clause that wants an employee's likeness needs its own signed written grant. Spanish original; the English rendering in the body is our translation.
interpretamos que el derecho a la publicidad o los derechos sobre la propia imagen comerciales son transmisibles únicamente a través de un acuerdo escrito o mediante sucesión intestada, sin importar la relación laboral, contractual, o de otra naturaleza habida entre las partes.
See Friger Salgueiro v. Mech-Tech College, LLC, 2026 TSPR 30, 218 DPR ___ (2026).
Must a Puerto Rico employer notify the employee?
Not applicable. Because Puerto Rico has no private-sector invention-assignment statute, there is no statutory carve-out to notify the employee about and no notice requirement of the kind California imposes under Labor Code § 2872 or Washington imposes under RCW 49.44.140(3). The only Puerto Rico employee-invention statute is a public-sector ownership rule with no notice mechanism . What substitutes for a notice regime in practice is the Civil Code contract itself, read through Puerto Rico's employee-protective construction rules .
There is nothing to give notice of. A notice requirement exists in California and Washington precisely to alert the employee to a statutory own-time carve-out that limits the assignment; Puerto Rico has enacted no such carve-out for private employment, so there is no statutory line for a notice to mark. This is why the entry is marked not applicable rather than a bare no: the question presupposes a statutory carve-out that Puerto Rico does not have. Even 3 L.P.R.A. § 694a — the public-sector statute — allocates ownership of government researchers' inventions to the Commonwealth without imposing any disclosure or notice formality on employers .
What a Puerto Rico employer should keep in view instead is how the contract will be read. The federal district court in Puerto Rico, applying Puerto Rico law in Cherena v. Coors Brewing Co., treated an employment contract as a typical adhesion contract and applied Puerto Rico's construction rule :
“that any doubt in its interpretation should be construed in favor of the weaker party”
For an invention-assignment clause, that construction rule does the work a notice statute does elsewhere: ambiguity about what the clause captures is resolved against the employer who drafted it. The enforceability of the assignment turns on clear contract language and the restraint limits discussed under the trailing-clause question — not on any statutory notice or disclosure formality.
Sources for this answer
Primary law
B.1 3 L.P.R.A. § 694a3 L.P.R.A. § 694a supports the rule that Puerto Rico's only employee-invention statute is an ownership allocation for Commonwealth research personnel — it makes their inventions the Commonwealth's exclusive property and contains no §2872-style notice or disclosure formality that a private employer could owe an employee. Quoted from the official English translation of the Laws of Puerto Rico.
shall be the exclusive property of the Commonwealth of Puerto Rico
See 3 L.P.R.A. § 694a (quoted from the English translation of the Laws of Puerto Rico).
Case law · 1998-09-18
B.2 Cherena v. Coors Brewing Co.Cherena v. Coors Brewing Co., applying Puerto Rico law, supports the rule that an employment contract is a typical adhesion contract and that any doubt in its interpretation is construed in favor of the weaker party — the construction rule that substitutes for a notice regime when a Puerto Rico employee challenges a broad assignment clause.
that any doubt in its interpretation should be construed in favor of the weaker party
See Cherena v. Coors Brewing Co., 20 F. Supp. 2d 282 (D.P.R. 1998).
Who owns an invention by default in Puerto Rico?
The employee-inventor, under federal patent law. Puerto Rico has no statute allocating private-sector employee inventions to either side, and no Puerto Rico Supreme Court, federal district court in Puerto Rico, or First Circuit decision on employee invention ownership was found in our review — so the field is governed entirely by the federal defaults: rights belong to the inventor, the employer may claim an invention only from an employee hired to invent, and the employer's fallback where its time and tools were used is a shop-right license, not title.
Stanford v. Roche anchors the default. The Supreme Court held that even the Bayh-Dole Act did not displace the long-standing rule that an invention belongs to its inventor, treating that premise as the baseline against which any assignment is measured .
Because ownership starts with the inventor, an employer's title is derivative — it exists only if and to the extent the employee assigned it .
The clean modern statement of the employment default comes from the Federal Circuit — the court that hears patent-ownership appeals from the federal district court in Puerto Rico — in Banks v. Unisys Corp. :
The hired-to-invent exception traces to United States v. Dubilier Condenser Corp.: an employee engaged to make a particular invention who succeeds during the term of service must assign the resulting patent to the employer .
Short of hiring to invent, where the employee used the employer's time, tools, and materials to reach a concrete result, the employer's remedy under Dubilier is only an equitable shop right — a non-exclusive license to use the invention, not ownership of it .
The local-case-law vacuum deserves emphasis. Our review — including Spanish-language searches of the Puerto Rico Supreme Court's decisions — found no Puerto Rico court that has ever decided an employee-invention-ownership or invention-assignment case, and no First Circuit or Puerto Rico federal district court decision on the hired-to-invent or shop-right doctrines. Every ownership proposition on this page therefore rests on federal law; the strongest local materials are the restraint and contract-construction cases discussed in the other questions. Whether a Puerto Rico court asked to fill a gap would articulate a civilian analogue to these federal common-law doctrines is untested.
The one statutory inversion is public-sector only. For research employees of Commonwealth agencies, instrumentalities, and public corporations, 3 L.P.R.A. § 694a flips the default — the government owns the invention, and the employee's committee-set share of profits is capped in these terms :
“which shall not be greater than 33 1 / 3 percent of the profits or income”
This page addresses private employment; a Commonwealth research employer analyzes ownership under § 694a instead. For private employers the practical consequence of the inventor-first default is the same as elsewhere: the dependable path is a written present-assignment (hereby assigns) clause that transfers title automatically on conception, rather than a future promise to assign that leaves the employer with a mere equitable claim.
Sources for this answer
Case law · 2011-06-06
C.3 Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular SystemsStanford v. Roche confirms the long-standing premise of U.S. patent law that rights in an invention belong to the inventor — the default that governs in Puerto Rico absent a written assignment.
Since 1790, the patent law has operated on the premise that rights in an invention belong to the inventor.
See Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).
Case law · 2011-06-06
C.4 Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular SystemsStanford v. Roche holds that although others may acquire an interest in an invention, that interest as a general rule must trace back to the inventor — so a Puerto Rico employer takes title only through an assignment from the employee-inventor.
Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor.
See Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).
Case law · 2000-09-28
C.1 Banks v. Unisys Corp.Banks v. Unisys Corp. states the Federal Circuit's general rule that an individual owns the patent rights to subject matter of which he is the inventor even when conceived in the course of employment, subject to two exceptions — an express contract to assign, and hiring to invent. Patent-ownership appeals from the federal district court in Puerto Rico go to the Federal Circuit, making this the operative appellate statement of the default.
The general rule is that an individual owns the patent rights to the subject matter of which he is an inventor, even though he conceived it or reduced it to practice in the course of his employment. There are two exceptions to this rule: first, an employer owns an employee’s invention if the employee is a party to an express contract to that effect; second, where an employee is hired to invent something or solve a particular problem, the property of the invention related to this effort may belong to the employer.
See Banks v. Unisys Corp., 228 F.3d 1357 (Fed. Cir. 2000).
Case law · 1933-05-08
C.2 United States v. Dubilier Condenser Corp.United States v. Dubilier Condenser Corp. holds that an employee hired to make an invention who succeeds during the term of service is bound to assign the resulting patent to the employer, and supplies the shop-right doctrine — a non-exclusive license, not title — where the employer's time and tools were used.
One employed to make an invention, who succeeds, during his term of service, in accomplishing that task, is bound to assign to his employer any patent obtained.
See United States v. Dubilier Condenser Corp., 289 U.S. 178 (1933).
Primary law
C.5 3 L.P.R.A. § 694a3 L.P.R.A. § 694a supports the rule that for Commonwealth research employees the default inverts — the government owns inventions produced in the discharge of public employment, and the employee's committee-set share of profits or income is capped at one third. Quoted from the official English translation of the Laws of Puerto Rico, which renders the fraction with internal spaces.
which shall not be greater than 33 1 / 3 percent of the profits or income
See 3 L.P.R.A. § 694a (quoted from the English translation of the Laws of Puerto Rico).
Are trailing-assignment (holdover) clauses enforceable in Puerto Rico?
Unsettled. No Puerto Rico decision found in our review decides whether a trailing clause reaching inventions first conceived after employment ends is enforceable, and there is no statutory cap because there is no private-sector invention statute at all. What Puerto Rico supplies instead is a strict judge-made non-compete doctrine — Arthur Young & Co. v. Vega III — under which a restraint must be in writing, capped at twelve months, and supported by consideration beyond continued employment, on pain of total nullity with no judicial narrowing. Whether a holdover assignment would be recharacterized as such a restraint or treated as an ordinary title-allocation clause outside that doctrine is genuinely open.
Two gaps define the Puerto Rico picture. First, there is no statute: nothing caps the duration of a post-employment trailing assignment or otherwise limits what such a clause may reach. Second, no Puerto Rico court found in our review has applied the non-compete doctrine — or any other doctrine — to an invention-holdover clause, so the invention-specific application of Puerto Rico's restraint rules is a prediction, not a holding.
The restraint backdrop is strict. In Arthur Young & Co. v. Vega III, the Puerto Rico Supreme Court — writing in Spanish; an official English translation exists — struck a two-year client-service restriction in an accounting firm's employment contract and laid down a five-part framework for non-compete covenants. The federal district court in Puerto Rico summarized the framework in English in Smarte Carte, Inc. v. Colón :
Three of those elements carry direct consequences for a holdover clause, and the Spanish originals are worth quoting. The twelve-month ceiling is hard :
In English — our translation of the Spanish original — the non-compete term must not exceed twelve months, any additional time being understood as excessive and unnecessary to adequately protect the employer. Consideration must go beyond simply keeping the job :
In our translation, mere continuation in employment will not be accepted as consideration for the non-compete agreement. And the covenant must be in writing :
“Finalmente, es indispensable que los pactos de no competencia consten por escrito.”
The sanction for noncompliance is total. Rather than trimming an overbroad covenant to a reasonable scope, the court declares the whole pact null , and Smarte Carte spells out that Puerto Rico refuses the common-law reasonableness rewrite :
Smarte Carte, quoting the official English translation of Arthur Young, also states the public-policy rationale — the hook through which a trailing assignment clause could be recharacterized, because a clause that assigns away future inventions functionally restrains what an ex-employee can do next :
The civilian vehicle for that nullity is the Civil Code of 2020 itself. Article 342(d) makes a juridical act null :
“si es contrario a la ley imperativa, la moral o el orden público”
In our translation, if it is contrary to imperative law, morals, or public order. And a mainland choice-of-law clause is unlikely to route around this doctrine, because Article 55(g) of the same Code provides that employment contracts under which services are rendered mainly in Puerto Rico are governed by Puerto Rico law .
The doctrine is current. In MCG Therapy Group, LLC v. Maestre Rivera — a 2026 independent-contractor professional-services case, not an employee case — the Puerto Rico Supreme Court validated the assignment of a contract carrying a non-compete, held that the counterparty's consent to such a cession may be tacit (continued performance after notice, without objection), and adopted a case-by-case reasonableness test for independent-contractor covenants while reaffirming Arthur Young as the governing employee-context rule :
In our translation, the court held that the assignment of contracts is compatible with the Puerto Rico legal order and that non-compete agreements are valid provided the temporal, geographic, and subject-matter restrictions are reasonable, protect the contracting party's legitimate interests, and impose no disproportionate burdens on the professional nor harm the public interest. That flexible standard is for independent contractors; for employees, the strict Arthur Young framework stands, and MCG Therapy cites it as the governing rule. The tacit-consent holding matters separately to invention assignments: when employment agreements ride an asset deal, continued performance after notice can supply the counterparty's consent to the transfer.
Why the cell is unsettled rather than a settled limit: the Arthur Young line is expressly about non-compete covenants, and no Puerto Rico case in our review has extended it — or declined to extend it — to an invention-assignment clause. Both branches are live. If a court recharacterized a trailing assignment as a restraint, the operative limits would be stricter than generic reasonableness — twelve months, fresh consideration, a writing, and total nullity for noncompliance. If a court instead treated a tethered assignment clause as an ordinary title-allocation term — the path courts in some other jurisdictions have taken under their own restraint statutes, which is at most nonbinding analogy here — the clause would face only the Civil Code's general contract rules, with Article 342(d) public-order nullity as the outer bound and the employee-protective construction rule of Cherena narrowing any ambiguity: the federal district court in Puerto Rico there recognized :
No Puerto Rico authority supports any particular durational boundary for a holdover assignment, and no authority found in our review has enforced or voided one. The safe reading is that an aggressive trailing clause is at meaningful risk of being tested — and, if recharacterized, voided in full without judicial narrowing — under an employee-restraint doctrine that is stricter than the generic reasonableness review most no-statute jurisdictions apply.
Sources for this answer
Case law · 1999-03-19
D.1 Smarte Carte, Inc. v. ColónSmarte Carte, Inc. v. Colón, applying Puerto Rico law, enumerates in English the five Arthur Young elements of a valid non-competition agreement — legitimate interest, scope fitted to the interest with a twelve-month maximum, consideration other than mere job tenure, contract validity, and a writing. The quote preserves the source's own internal spacing.
The elements of a valid non-competition agreement in Puerto Rico as set forth in Arthur Young are: (1.) The employer must have a legitimate interest in the agreement; (2.)the scope of the prohibition must fit the employer’s interest but not exceed twelve months; (3.) The employer shall offer a consideration in exchange for the employee signing the non-competition covenant other than mere job tenure; (4.) Non-competition agreements must be valid contracts; (5.) Non-competition covenants must be in writing.
See Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999) (summarizing Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994)).
Case law · 1994-05-24
D.2 Arthur Young & Co. v. Vega IIIArthur Young & Co. v. Vega III holds that a non-compete term must not exceed twelve months, any additional time being excessive and unnecessary to adequately protect the employer — a hard ceiling, not a presumption. Spanish original; the English rendering in the body is our translation, and an official English translation exists.
El término de no competencia no debe excederse de doce (12) meses, entendiéndose que cualquier tiempo adicional es excesivo e innecesario para proteger adecuadamente al patrono.
See Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).
Case law · 1994-05-24
D.3 Arthur Young & Co. v. Vega IIIArthur Young & Co. v. Vega III holds that mere continuation in employment will not be accepted as consideration for a non-compete agreement — a mid-employment rollout needs fresh consideration. Spanish original; the English rendering in the body is our translation, and an official English translation exists.
Sin embargo, no se admitirá como causa del acuerdo de no competencia la mera permanencia en el empleo.
See Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).
Case law · 1994-05-24
D.4 Arthur Young & Co. v. Vega IIIArthur Young & Co. v. Vega III holds that it is indispensable that non-compete pacts be set down in writing. Spanish original; the English rendering in the body is our translation, and an official English translation exists.
Finalmente, es indispensable que los pactos de no competencia consten por escrito.
See Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).
Case law · 1994-05-24
D.5 Arthur Young & Co. v. Vega IIIArthur Young & Co. v. Vega III holds that every non-compete pact failing the court's conditions will be declared null in its entirety — the quoted fragment completes a sentence in which the court refuses to modify the parties' agreement to fit reasonable norms. Spanish original; the English rendering in the body is our translation, and an official English translation exists.
se declarará nulo todo pacto de no competir que no cumpla con las condiciones anteriores.
See Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).
Case law · 1999-03-19
D.6 Smarte Carte, Inc. v. ColónSmarte Carte, Inc. v. Colón states that Puerto Rico's invalidation of noncompliant covenants is strictly enforced and that courts are instructed not to apply the common-law reasonableness rule to modify the provision — no blue-pencil, no reformation.
This invalidation is strictly enforced, and courts are instructed not to apply the common law rule of reasonableness in order to modify the provision.
See Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999).
Case law · 1999-03-19
D.7 Smarte Carte, Inc. v. ColónSmarte Carte, Inc. v. Colón — quoting the official English translation of Arthur Young — states that noncompliant covenants violate not only contractual good faith but also public policy by excessively and unjustifiably restricting the employee's freedom of contract and the general public's freedom of choice; the freedom-of-contract framing is the hook through which a trailing assignment clause could be recharacterized as a restraint.
violate contractual good faith but also public policy, by excessively and unjustifiably restricting the employee’s freedom of contract and the general public’s freedom of choice.
See Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999) (quoting the official English translation of Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994)).
Primary law
D.8 P.R. Civil Code of 2020, art. 342(d) (31 L.P.R.A. § 6312)PDFArticle 342(d) of the Civil Code of 2020 supports the rule that a juridical act is null if it is contrary to imperative law, morals, or public order — the civilian nullity vehicle through which Arthur Young-noncompliant restraints fall. Spanish original; the English rendering in the body is our translation.
si es contrario a la ley imperativa, la moral o el orden público
See Cód. Civ. P.R. art. 342(d), 31 L.P.R.A. § 6312 (2020).
Primary law
D.9 P.R. Civil Code of 2020, art. 55(g) (31 L.P.R.A. § 5422)PDFArticle 55(g) of the Civil Code of 2020 supports the rule that employment contracts under which services are rendered mainly in Puerto Rico are governed by Puerto Rico law — the anchor that keeps a mainland choice-of-law clause from routing a Puerto Rico employee's covenant around local restraint doctrine. Spanish original; the English rendering in the body is our translation.
los contratos de empleo en los cuales los servicios son prestados principalmente en Puerto Rico, se rigen por la ley de Puerto Rico.
See Cód. Civ. P.R. art. 55(g), 31 L.P.R.A. § 5422 (2020).
Case law · 2026-05-28
D.10 MCG Therapy Group, LLC v. Maestre RiveraPDFMCG Therapy Group v. Maestre Rivera — an independent-contractor professional-services case, not an employee case — validates the assignment of a contract carrying a non-compete with tacit consent by continued performance after notice, adopts a case-by-case reasonableness test for independent-contractor covenants, and reaffirms Arthur Young as the governing employee-context rule. Spanish original; the English rendering in the body is our translation.
Por considerar que la cesión de contratos es compatible con nuestro ordenamiento, resolvemos que los acuerdos de no competencia son válidos, siempre que las restricciones temporales, geográficas y materiales resulten razonables, protejan los intereses legítimos del contratante y no impongan cargas desproporcionadas al profesional ni afecten el interés público.
See MCG Therapy Group, LLC v. Maestre Rivera, 2026 TSPR 56, 218 DPR ___ (2026).
Case law · 1998-09-18
D.11 Cherena v. Coors Brewing Co.Cherena v. Coors Brewing Co., applying Puerto Rico law, recognizes that in the case of a non-competition clause or contract a company is barred from imposing restrictions that exceed the real need to protect the company from competition — the construction limit an aggressive holdover clause would face even outside the Arthur Young framework.
and that, in the case of a non-competition clause or contract, a company is barred from imposing restrictions that exceed the real need to protect the company from competition.
See Cherena v. Coors Brewing Co., 20 F. Supp. 2d 282 (D.P.R. 1998).
Case law · 1994-05-24
D.12 Arthur Young & Co. v. Vega IIIArthur Young & Co. v. Vega III holds that mere continuation in employment will not be accepted as consideration for a non-compete agreement — a mid-employment rollout needs fresh consideration. Spanish original; the English rendering in the body is our translation, and an official English translation exists.
Sin embargo, no se admitirá como causa del acuerdo de no competencia la mera permanencia en el empleo.
See Arthur Young & Co. v. Vega III, 136 D.P.R. 157 (1994) (official English translation, P.R. Offic. Trans., 94 J.T.S. 75).
Case law · 1999-03-19
D.13 Smarte Carte, Inc. v. ColónSmarte Carte, Inc. v. Colón states that Puerto Rico's invalidation of noncompliant covenants is strictly enforced and that courts are instructed not to apply the common-law reasonableness rule to modify the provision — no blue-pencil, no reformation.
This invalidation is strictly enforced, and courts are instructed not to apply the common law rule of reasonableness in order to modify the provision.
See Smarte Carte, Inc. v. Colón, 47 F. Supp. 2d 183 (D.P.R. 1999).
Case law · 2011-06-06
D.14 Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular SystemsStanford v. Roche holds that although others may acquire an interest in an invention, that interest as a general rule must trace back to the inventor — so a Puerto Rico employer takes title only through an assignment from the employee-inventor.
Thus, although others may acquire an interest in an invention, any such interest — as a general rule — must trace back to the inventor.
See Bd. of Trustees of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011).
Do not draft for Puerto Rico as though it were a mainland common-law state. There is no private-sector invention statute, so there is no statutory carve-out and no notice safe harbor — the clause stands or falls on the Civil Code contract itself, and because ownership starts with the inventor, use present-assignment (hereby assigns) language that passes title automatically rather than a bare promise to assign . Draft any trailing or holdover assignment to survive even if a court recharacterizes it as a restraint under Puerto Rico's non-compete doctrine: keep it within twelve months of termination, tether it to work performed and confidential information received during the employment, and put it in a signed writing. Give fresh consideration — a signing bonus, a raise, a promotion — for any invention-assignment agreement rolled out mid-employment, because mere continuation in employment is not valid consideration for a restraint under Puerto Rico law . And do not count on a court to save an overbroad clause by narrowing it — Puerto Rico courts are instructed not to apply the common-law reasonableness rule to modify a noncompliant restraint, which is declared null in full .