The Supreme Court of Puerto Rico has issued an important decision reaffirming the binding force of option clauses in lease agreements. In Conklin et al. v. Passalacqua et al., 2017 DPR _____ (2026), the Court underscored that a contract clause regarding an option to extend a lease grants the lessee a unilateral, enforceable right to extend the contract within the time agreed.
In the case, the tenants still had more than a month to exercise their renewal option, yet the lessor attempted to deny the extension after promising the property to a third party. The Court held that this conduct violated the lessor’s negative obligation under Articles 1081 and 1082 of the 2020 Civil Code: once an option clause is in place, the lessor must refrain from any act that could undermine the lessee’s right, including negotiating with or committing the property to others while the option period remains alive.
Importantly, the Court also clarified that the lessee has no affirmative duty to “preserve” the option. The option remains valid simply by virtue of the agreed‑upon term. Attempting to accelerate termination or conditioning renewal prematurely constitutes a breach.
Because the lessor acted contrary to her duty not to interfere, the tenants may pursue provisional remedies, seek to undo improper acts when possible, and claim damages stemming from the breach.
This decision strengthens contractual certainty in leasing relationships and reinforces that option clauses are not mere formalities, they are binding commitments with real consequences.
Author: Génesis E. Cabrera-Aldarondo
