In MCG Therapy Group v. Maestre Rivera, et al., 2026 TSPR 56, the Supreme Court of Puerto Rico addressed the validity and enforceability of a non-compete clause contained in a professional services agreement after the contract had been assigned to a third party.
The case arose in the healthcare industry and provides important guidance on the assignment of contracts and the enforcement of restrictive covenants.
Key Takeaways
- The assignment of contracts is recognized under Puerto Rico law. Accordingly, a non-compete clause remains enforceable following a valid assignment, provided that its temporal, geographic, and substantive restrictions are reasonable, protect the legitimate business interests of the contracting party, and do not impose an undue burden on the professional or adversely affect the public interest. Whether these requirements are satisfied must be determined based on the facts and circumstances of each case.
- The consent of all parties is required for the assignment of a contract. Such consent may be either express or implied.
- Once a contract is validly assigned, the assignee is fully subrogated to the assignor’s contractual position, acquiring all rights and assuming all outstanding obligations under the agreement. As a result, the non-assigning party remains bound to the assignee under the same terms and conditions originally agreed upon.
- In the context of healthcare professional services agreements, employers have a legitimate business interest in enforcing reasonable non-compete provisions when the professional has had direct access to patients, received specialized training, or been entrusted with confidential or proprietary information.
Read the full opinion here.
Practical Considerations
In light of this decision, businesses may wish to review their professional services agreements and restrictive covenant provisions, particularly in connection with mergers, acquisitions, restructurings, or other transactions involving the assignment of contracts. Careful drafting can help preserve contractual rights while reducing the risk of future disputes.
Author: María Fernanda García Nuñez
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