The Puerto Rico Court of Appeals recently modified a ruling concerning a lease dispute involving PenÃnsula Management Holding, LLC (PMH) and Empresa Curbelo Durán, Inc. (ECD). The court's decision affects the liability of Isaac Curbelo Morán and Janiushka Limara Durán Rosa, who were held responsible for a debt related to a commercial lease. This case highlights the complexities of corporate and personal liability in lease agreements.
The dispute originated from a lawsuit filed by PMH against ECD and its representatives, Curbelo Morán and Durán Rosa, for the collection of unpaid rent and associated penalties. The court's ruling on April 15, 2026, altered the initial judgment made by the lower court, which had found the defendants liable for the full amount owed.
Background
PenÃnsula Management Holding, LLC (PMH) filed a lawsuit on February 25, 2025, against Empresa Curbelo Durán, Inc. (ECD), Isaac Curbelo Morán, and Janiushka Limara Durán Rosa, seeking payment for a total of $40,850.00 in unpaid rent and penalties. The lawsuit stemmed from two lease agreements: the first was signed on August 3, 2015, and was valid until August 31, 2020. The second lease was signed on July 18, 2023, and was to remain in effect until July 31, 2028.
According to PMH, ECD failed to pay the agreed-upon rent, leading to the legal action. Curbelo Morán and Durán Rosa, who were involved in both lease agreements, contested their personal liability, arguing that ECD, as a corporation, should be solely responsible for the debt. They claimed that their obligations were limited to the first lease and that the second lease did not extend their personal liability.
The Ruling
The Court of Appeals, led by Judge Marrero Guerrero, reviewed the case and ultimately modified the lower court's decision. The court ruled that the responsibility of the Sociedad Legal de Bienes Gananciales (SLG), which includes both Curbelo Morán and Durán Rosa, should be relieved of the total debt. The court stated, "the lower court erred in imposing liability on the SLG for the full amount of the debt." Additionally, the court found that Durán Rosa was not liable for the second lease, as she did not sign that contract. The court emphasized that the first lease clearly established both Curbelo Morán and Durán Rosa as jointly responsible, but the second lease did not include Durán Rosa's signature, indicating her exclusion from any obligations under that agreement.
Furthermore, the court reversed the imposition of attorney's fees against the defendants, stating that there was no evidence of bad faith or frivolous litigation on their part. The court noted, "the appellants did not act with obstinacy or temerity, but rather exercised their right to litigate substantial issues of fact and law." This ruling highlighted the importance of clear contractual obligations and the necessity of proper legal representation in lease agreements.
Impact
This ruling has significant implications for future lease disputes in Puerto Rico, particularly regarding the liability of individuals involved in corporate leases. The court's decision clarifies that personal liability must be explicitly stated in contracts and that the absence of a signature can relieve individuals from obligations under a lease. It also reinforces the principle that corporate entities are responsible for their debts, protecting individual shareholders from personal liability unless explicitly agreed otherwise.
The decision may set a precedent for similar cases, where individuals involved in corporate agreements seek to limit their personal liability. It emphasizes the need for clear contract language and the importance of understanding the implications of signing agreements on behalf of a corporation.
What's Next
The appellants have the option to appeal the ruling further, but details regarding any potential appeal were not available in the court filing. As of now, there are no related cases pending that could impact this ruling.