## Facts

- Julián Vàsquez Olmedo (Vàsquez) and San Miguel y Ciá., Inc. (San Miguel) entered into a contract to organize a Puerto Rico corporation to trade in electrical, gas, and refrigeration products, with its main office in San Juan.
- The contract contemplated a specific corporate venture, including agreed ownership and management arrangements.
- The corporation was to be called **North Electric And Refrigeration Corporation**.
- The contract provided for **authorized capital of $1,000,000**, divided into shares as set out in the agreement.
- The parties agreed to an initial **paid-in capital of $200,000**, with **$100,000** to be contributed by Vàsquez and **$100,000** by San Miguel.
- Vàsquez’s contribution was to be made through obligations executed by him and his wife, with collateral tied to their rights and interests in a separate contract relating to North Electric Company, Inc.
- Vàsquez was to serve as **general manager** of the new corporation.
- San Miguel alleged that Vàsquez intentionally refused to carry out his contractual obligations connected to organizing and implementing the corporate project.
- San Miguel filed suit in the Superior Court seeking **specific performance (cumplimiento del contrato)** and **damages** (including a stated amount), plus costs and attorney’s fees.
- Vàsquez moved to strike the portion of the complaint requesting specific performance, arguing that specific performance is an equitable remedy and is not available in a contract case when money damages would be adequate.
- The Superior Court denied the motion to strike.
- Vàsquez sought **certiorari** in the Supreme Court of Puerto Rico to review the interlocutory order refusing to strike the request for performance.

## Issues

1. Whether, under Puerto Rico law governing contractual obligations, a plaintiff may seek specific performance of a contract even if money damages may also be available for the same breach.
2. Whether the Superior Court erred in denying a motion to strike a complaint’s request for specific performance at the pleading stage in a contract action concerning formation and capitalization of a corporation and related managerial obligations.

## Decision

- The Supreme Court of Puerto Rico upheld the Superior Court’s order denying Vàsquez’s motion to strike the request for specific performance.
- The court rejected the claim that a request for performance must be removed from the pleadings merely because damages might compensate the plaintiff.
- The court permitted San Miguel to continue pursuing a remedy of performance together with a damages claim, leaving the final choice of remedy (if any) for later stages of the case.

## Legal Principles

- In Puerto Rico’s Civil Code system of obligations, **performance of what was promised** is a recognized remedy for breach of contract and is not treated as a rare form of relief limited to exceptional situations.
- The possibility that damages could be awarded does **not** automatically bar a claim seeking performance of contractual duties; performance and damages may be sought together when the pleadings support both.
- A defendant is not entitled, at the motion-to-strike stage, to force removal of a prayer for specific performance solely by asserting that damages would be adequate; that question typically depends on the nature of the obligation and the facts developed in the case.
- Obligations that involve organizing a specific business arrangement—such as creating a corporation with agreed ownership, capitalization terms, and management roles—may present interests not fully addressed by a simple award of money, making performance a legally available remedy to request.
- Puerto Rico’s civil-law remedial rules operate alongside U.S.-style procedural practice; the availability of multiple forms of relief may be reflected in pleadings without an early, binding election of remedies.

## Conclusion

The Supreme Court of Puerto Rico held that San Miguel could maintain a claim requesting specific performance of the corporation-formation contract alongside a claim for damages, and it affirmed the Superior Court’s refusal to strike the performance request at the pleading stage.


Vàsquez v. Superior Court (San Miguel y Ciá., Inc., Intervenor), 78 P.R. 707 (1955)