P.R. Laws tit. 10, § 1720
The alienation of a commercial establishment or of the whole or greater part of its stock, sold in a lump to one or several persons on the same day or within one month, shall be presumed fraudulent, provided such alienation is made gratuitously or for half or less than half of the market price, or to a creditor or creditors in payment of debts, to the prejudice of or in preference to, other creditors having the same or a better claim. In all the cases mentioned in the preceding paragraph, the creditors shall have action to have the effected alienation rescinded and to have the proper value of the establishment or stock sold deposited at the disposal of the proper court to be divided among the creditors in accordance with law.
Commercial sales carried out in any of the following cases shall not be considered fraudulent or subject, therefore, to be rescinded:
(a) When made with the consent of the creditors or of a majority of them representing at least eighty percent (80%) of the liabilities of the vendor.
(b) When a deposit is made at the time of the sale or within twenty-four hours after its consummation, in a court of proper jurisdiction, of the amount of all the claims against the vendor.
(c) When notice is given to all the creditors by registered mail one month in advance of the intention to make the sale and the price thereof, such notice to be accompanied by an inventory and a list of creditors the correctness of both being certified under oath; such inventory, list of creditors, and evidence of the notice to be filed in the mercantile registry.
Commercial sales, except as hereinbefore provided, shall not be rescinded on account of lesion. A party to a contract who shall have acted maliciously or fraudulently shall be liable for damages and shall be subject to the proper criminal prosecution.
There shall be excluded from the provisions of this section the usual and ordinary sales made by wholesale and retail merchants to consumers, in accordance with business practice and usage.
History —Commerce Code, 1932, § 262.