
USCA1 Opinion

	




          January 3, 1995   UNITED STATES COURT OF APPEALS                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                FOR THE FIRST CIRCUIT                              _________________________          Nos. 93-2374               94-1128               94-1129                                   JAY A. PRITZKER,                                 Plaintiff, Appellee,                                          v.                                  BOB YARI, ET AL.,                               Defendants, Appellants.                              _________________________                                     ERRATA SHEET                                     ERRATA SHEET               The opinion of  the court  issued on December  13, 1994,  is          corrected as follows:               On  page 38, line  11, change "Words of  Days" to "Works and                                              ______________      _________          Days".          ____                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                              _________________________          Nos. 93-2374               94-1128               94-1129                                   JAY A. PRITZKER,                                 Plaintiff, Appellee,                                          v.                                  BOB YARI, ET AL.,                               Defendants, Appellants.                              _________________________                    APPEALS FROM THE UNITED STATES DISTRICT COURT                           FOR THE DISTRICT OF PUERTO RICO                    [Hon. Jaime Pieras, Jr., U.S. District Judge]                                             ___________________                              _________________________                                        Before                            Selya and Cyr, Circuit Judges,                                           ______________                             and Zobel,* District Judge.                                         ______________                              _________________________               Roger R. Crane, with whom Bachner,  Tally, Polevoy & Misher,               ______________            _________________________________          Roberto  Boneta, Munoz  Boneta Gonzalez  Arbona Benitez  & Peral,          _______________  _______________________________________________          Jose Trias-Monge,  and  Trias  &  Melendez  were  on  brief,  for          ________________        __________________          defendant Bob Yari.               Martin I. Kaminsky, with  whom W. Hans Kobelt and  Pollack &               __________________             ______________      _________          Kaminsky were on brief, for defendant Baird, Patrick & Co.          ________               Benjamin   Rodriguez-Ramon,  Rodriguez-Ramon   &  Rodriguez-               __________________________   _______________________________          Hernandez, and  Emigdio R. Seles  on brief for  defendant Lincoln          _________       ________________          Realty, Inc.               Ruben  T.  Nigaglioni,  with  whom Diana  Mendez-Ondina  and               _____________________              ____________________          Ledesma, Palcu &  Miranda were  on brief, for  defendant Paul  S.          _________________________          Dopp.               Gael  Mahony, with whom Frances  S. Cohen, David A. Hoffman,               ____________            _________________  ________________          Joshua  M. Davis,  Hill  & Barlow,  Salvador  Antonetti-Zequeira,          ________________   ______________   ____________________________          Ricardo Ortiz-Colon,  and Fiddler,  Gonzalez & Rodriguez  were on          ___________________       ______________________________          brief, for plaintiff Jay A. Pritzker.                              _________________________                                  December 13, 1994                              _________________________          _______________          *Of the District of Massachusetts, sitting by designation.                    SELYA, Circuit Judge.   In this  troika of appeals,  we                    SELYA, Circuit Judge.                           _____________          address several  questions arising  collaterally from  a bitterly          fought breach-of-contract  suit between Paul  S. Dopp and  Jay A.          Pritzker  (the D/P  Litigation) concerning  the ownership  of two          hotels, situated on approximately  1,000 beachfront acres, in the          Commonwealth  of   Puerto  Rico.    The   engine  of  high-stakes          litigation  runs on money, and at various times during the course          of the D/P Litigation Dopp forged financing agreements with three          different  financiers, namely,  Bob  Yari,  Lincoln Realty,  Inc.          (Lincoln),  and  Baird, Patrick  &  Co. (BPC),  for  the apparent          purpose of fueling his prosecution of the suit.                    Although  we first  must  address BPC's  jurisdictional          challenge,  our principal task today  is to resolve the contested          legal  status of  these financing  agreements.   Having carefully          examined the relevant law and the facts of the case, we hold that          all three financing agreements involve "litigated credits" within          the meaning  of article 1425  of the Civil  Code of  Puerto Rico,          P.R. Laws Ann. tit. 31,    3950 (1991); that all  are, therefore,          subject to redemption by Pritzker under Puerto Rico law; and that          Pritzker properly  perfected his rights  to redemption.   We also          hold  that the  lower  court's trimming  of  Pritzker's right  to          redeem   Yari's  litigated   credit  lacked   any  legal   basis.          Consequently, we affirm in part and reverse in part.          I.  BACKGROUND          I.  BACKGROUND                    The facts relating to the underlying breach of contract          and the protracted litigation emanating from it are chronicled in                                          3          a  series of opinions,  see Dopp v.  Pritzker, ___ F.3d  ___, ___                                  ___ ____     ________          (1st Cir. 1994) [Nos. 93-2373, 94-1130, & 94-1131, slip op. at 3-          6]; (Dopp IV); Dopp v. HTP  Corp., 947 F.2d 506, 508-09 (1st Cir.               _______   ____    __________          1991)  (Dopp II);  Dopp v.  HTP Corp., 831  F. Supp.  939, 941-92                  _______    ____     _________          (D.P.R. 1993)  (Dopp III); Dopp v.  HTP Corp., 755 F.  Supp. 491,                          ________   ____     _________          492-94 (D.P.R. 1991) (Dopp I), and need not be rehearsed.  Hence,                                ______          we confine our account to the facts that are needed  to place the          instant appeals into workable perspective.1                            A.  The Financing Agreements.                            A.  The Financing Agreements.                                ________________________                    In March  1990, a  jury  sitting in  the United  States          District Court  for the  District of  Puerto Rico  found Pritzker          liable to  Dopp in the  sum of $2,000,000  for breach of  an oral          contract  concerning  the  purchase  of the  Dorado  Beach  Hotel          Corporation (DBHC).  The district  court entered judgment in  the          D/P Litigation, see Dopp I, 755  F. Supp. at 504, and a firestorm                          ___ ______          of appeals ensued.   We eventually  upheld the liability  finding          but  vacated the damage award and  ordered a new trial limited to          questions of remediation.  See Dopp II, 947 F.2d at 520.                                     ___ _______                    As  these  events  were  unfolding,  Dopp  launched   a          collateral   enterprise,  assigning   various  portions   of  the          anticipated  proceeds of the D/P Litigation to third parties.  He                                        ____________________               1For  purposes   of  oral  argument,   we  consolidated  the          financiers' appeals  with  three other  appeals    two  taken  by          Pritzker and  one by Dopp    involving the remedial  phase of the          main  litigation.   We  resolved most  of  the points  raised  in          Pritzker's  and Dopp's  appeals by  means of  a separate  opinion          issued  on  October 28,  1994.   See  Dopp  IV, supra.    In this                                           ___  ________  _____          opinion, we deal with  not only the financiers' appeals  but also          the  complaints  voiced  by  Pritzker  and  Dopp  concerning  the          district court's rulings anent the financing agreements.                                          4          undertook  this  effort,  in his  words,  "to  meet  some of  the          litigation  and personal expenses . . . incurred during the years          of this  intense litigation and  in connection  therewith."   All          told,  Dopp  entered  into  three  separate nonuniform  financing          agreements with three distinct financiers.                    Dopp signed the first  financing agreement, styled as a          "Judgment or  Settlement Purchase  Agreement," on June  26, 1990.          In  this  transaction,  Lincoln  agreed  to  provide  $50,000  in          exchange for an 8% interest in the proceeds of the D/P Litigation          above  a stipulated floor.  The agreement obliged Dopp to apprise          Lincoln of developments in the litigation on a current basis.                    Dopp  entered into  the  second financing  agreement on          October  16, 1991.   In  it, BPC  agreed to  provide  $100,000 in          exchange for a 5% interest in the proceeds  of the D/P Litigation          over a  floor different  from that  negotiated  between Dopp  and          Lincoln.   Moreover, the  BPC agreement mandated  certain minimum          repayments  to the financier.  These minima varied depending upon          the date on which, in  the words of the contracting  parties, the          D/P  Litigation   might  eventually  be   "settled  or  otherwise          decided."  Like the Lincoln  agreement, the BPC agreement obliged          Dopp  to keep  the  financier seasonably  informed of  litigatory          developments.                    Dopp  entered   into  the  third  and   last  financing          agreement on July 23, 1992.  In consideration of $250,000 in cash          and a  promise to obtain, or  at least to assist  in obtaining, a          $2,500,000 to $3,000,000 line of credit for one year, Dopp agreed                                          5          to allocate the remainder  of the proceeds of the  D/P Litigation          according  to a preset formula:  "(i)  first, to repayment of all          indebtedness  in  relation to  the line  of  credit to  have been          obtained  in Dopp's name; (ii)  second, $2,500,000 to Yari; (iii)          third, $12,000,000 to Dopp; (iv) fourth, $7,000,000  to Yari; and          (v)  fifth, the remaining amount,  if any, to  be divided equally          between  Dopp and Yari."   Dopp III,  831 F. Supp.  at 954.2  The                                     ________          Yari agreement also  set in  place virtual joint  control of  the          litigation.    Although  Yari ultimately  provided  less  funding          (somewhere between  $500,000 and  $625,000) than Dopp  claims was          due, the district court found that Yari "complied with all of his          obligations under his agreements . . . ."  Id. at 956.                                                     ___                           B.  Pertinent Proceedings Below.                           B.  Pertinent Proceedings Below.                               ___________________________                    On October 9, 1992, Dopp disclosed the existence of the          financing  agreements in  the  midst of  a  new discovery  round.          Exactly one week  later, Pritzker wrote  to Lincoln, offering  to          tender the amount paid  to Dopp in exchange for  Lincoln's rights          and beneficial interests  under its financing agreement.   On the          same date, Pritzker sent  substantially identical missives to BPC          andYari,3and notifiedthe districtcourtof hisletter-writing spree.                                        ____________________               2On September 24, 1992, Dopp and Yari entered into a written          modification  of   their  agreement.    The   amendment  is  only          peripherally related to the issues we must decide today.   To the          extent it is relevant, we discuss it in Part III(D), infra.                                                               _____               3Pritzker made the three tenders pursuant to article 1425 of          the Civil Code of Puerto Rico, which provides in its entirety:                         When  a litigated  credit  is sold,  the                    debtor shall have the right to extinguish the                    same  by reimbursing  the  assignee  for  the                                          6                    When  his  communiques  drew  no  meaningful  response,          Pritzker  promptly filed a complaint  in the district  court.  He          named  Dopp and the three financiers as defendants, along with an          ostensible partnership  between Dopp and Yari.   Pritzker averred          that  each of  the financing  agreements involved  the sale  of a          litigated credit within the  meaning of article 1425 and,  hence,          was subject to  extinguishment.  Between  December 18, 1992,  and          June  1, 1993, Pritzker,  through a series  of motions, deposited          with the district court the funds that he believed were necessary          to  redeem the financiers' interests  in the proceeds  of the D/P          Litigation.                    BPC moved  to dismiss Pritzker's  complaint against  it          for  want of  in personam  jurisdiction, but  the  district court                        __ ________          demurred.4  After all defendants had answered  the complaint, the                                        ____________________                    price  the  later  [sic]  paid  for  it,  the                    judicial  costs  incurred  by  him,  and  the                    interest on  the price from the  day on which                    the same was paid.                         A   credit   shall   be  considered   as                    litigated from  the day the suit  relating to                    the same has been answered.                         The debtor  may make  use  of his  right                    within nine (9)  days, counted  from the  day                    the assignee should demand payment of him.          P.R. Laws Ann. tit. 31,   3950 (1991).               4BPC's  motion stressed that  it is  a New  York corporation          transacting no routine business in Puerto Rico; that it has never          had an office  or agent in Puerto Rico; that  Dopp and BPC signed          the financing agreement  in New York; that Dopp is  a citizen and          resident  of New  Jersey;  and that  Pritzker  is a  citizen  and          resident of Illinois.   The district court found these  facts, by          and large, to be  accurately stated.  See Pritzker  v. Yari, Civ.                                                ___ ________     ____          No. 92-2825, 1993 WL 71760, at *3, slip op. at 6 (D.P.R.  Mar. 5,                                          7          court  consolidated  Pritzker's  suit with  Dopp's  suit  against          Pritzker.  See id. at 942-43.  In an opinion dated March 5, 1993,                     ___ ___          the  court  held that  all  three  financing agreements  involved          litigated  credits within  the reach  of article  1425,  and that          Pritzker was  entitled, pursuant  to that statute,  to extinguish          such credits  through full reimbursement of  the amounts advanced          (together with interest and  costs).  See Pritzker v.  Yari, Civ.                                                ___ ________     ____          No. 92-2825,  1993 WL 71760, at  *5-7, slip op. at  11-17 (D.P.R.          Mar.  5, 1993).    In a  later,  end-of-case opinion,  the  court          reaffirmed  this  holding, see  Dopp III,  831  F. Supp.  at 952,                                     ___  ________          carved out a  partial exception  applicable to Yari,  see id.  at                                                                ___ ___          957-58,  and determined the monetary amounts  each party stood to          lose or gain, see id. at 958-59.                        ___ ___                    Following  the  entry  of  final  judgment,  the  three          financiers filed notices of  appeal.  Lincoln and Yari  contested          the  application  of  article  1425  to their  agreements.    BPC          piggybacked  on this argument,  but focused its  appeal mainly on          jurisdictional questions.   Dopp  joined the  chorus, but,  as he          contributed no arguments that were both novel and substantial, we          subsume his  views in our  ensuing discussion of  the financiers'          points  on appeal.    Pritzker  cross-appealed,  excoriating  the          district court's determination that he could redeem only one-half          of Yari's litigated credit.                                        ____________________          1993).   The  court  added, however,  "that  the agreement  [BPC]          entered  into with Dopp involved the purchasing of an interest in          a case  being tried in the  District of Puerto Rico  and that BPC          has  manifested  a continuing  interest  in  the  conduct of  the          litigation."  Id.                        ___                                          8          II.  PERSONAL JURISDICTION          II.  PERSONAL JURISDICTION                    Before proceeding to the main event, we must first jump          through a jurisdictional hoop  and determine whether the district          court properly exercised  in personam jurisdiction over BPC.  The                                    __ ________          hoop does not present an impenetrable obstacle.                                A.  Charting a Course.                                A.  Charting a Course.                                    _________________                    In its simplest  formulation, in personam  jurisdiction                                                  __ ________          relates to the  power of a court over a defendant.   It is of two          varieties, general and specific.   General personal jurisdiction,          as its name implies, is broad in its ambit:  it is the power of a          forum-based  court, whether  state or  federal, over  a defendant          "which  may be  asserted  in connection  with suits  not directly          founded on  [that  defendant's]  forum-based conduct  .  .  .  ."          Donatelli  v. National Hockey  League, 893 F.2d  459, 462-63 (1st          _________     _______________________          Cir. 1990).  Put another way, "[g]eneral jurisdiction exists when          the litigation is not directly founded  on the defendant's forum-          based  contacts, but  the defendant  has nevertheless  engaged in          continuous and systematic activity, unrelated to the suit, in the          forum  state."  United Elec.  Workers v. 163  Pleasant St. Corp.,                          _____________________    _______________________          960 F.2d  1080, 1088 (1st Cir. 1992)  (Pleasant St. I).  Specific                                                 ______________          personal jurisdiction, by contrast, is narrower in scope  and may          only  be relied upon "where  the cause of  action arises directly          out  of, or  relates to,  the defendant's  forum-based contacts."          Id. at 1088-89.          ___                    Nothing  in  the record  before  us  suggests that  BPC          engaged within Puerto Rico in continuous and systematic activity.                                          9          Since it is the plaintiff's burden to establish facts  sufficient          to sustain general in personam jurisdiction, see Ticketmaster-New                             __ ________               ___ ________________          York, Inc.  v.  Alioto, 26  F.3d 201,  207 n.9  (1st Cir.  1994);          __________      ______          Dalmau Rodriguez v. Hughes Aircraft Co., 781 F.2d 9, 10 (1st Cir.          ________________    ___________________          1986),  and since Pritzker failed  to carry that  burden here, we          may assume that general  jurisdiction is lacking.  Our  analysis,          therefore, focuses exclusively on specific jurisdiction.                    The   proper   exercise   of   specific   in   personam                                                              __   ________          jurisdiction hinges on satisfaction  of two requirements:  first,          that the  forum in  which the federal  district court sits  has a          long-arm  statute that  purports to  grant jurisdiction  over the          defendant; and second, that the exercise of jurisdiction pursuant          to that statute comports with the strictures of the Constitution.          See  Ticketmaster, 26 F.3d  at 204; Pleasant  St. I,  960 F.2d at          ___  ____________                   _______________          1086; Hahn v. Vermont Law Sch.,  698 F.2d 48, 51 (1st Cir. 1983).                ____    ________________          We analyze  these requirements  separately, mindful that,  in the          circumstances of  this  case, the  second  prong of  the  inquiry          necessitates   an  examination  into   the  sufficiency   of  the          relationship  between BPC's  contract  to finance  Dopp's  Puerto          Rico-based litigation  and the exercise of  jurisdiction over BPC          by the Puerto Rico-based federal district court.                              B.  The Long-Arm Statute.                              B.  The Long-Arm Statute.                                  ____________________                    The requirement that the forum  have a long-arm law  of          appropriate  reach  is  easily satisfied  here.    A  Puerto Rico          statute provides in pertinent part that a Puerto Rico-based court          may  take jurisdiction over a person not domiciled in Puerto Rico                                          10          "if  the  action or  claim  arises  because  said person  .  .  .          transacted business in Puerto Rico personally or through an agent          . . . ."   P.R. Laws Ann. tit. 32, app. III,  R.4.7(a)(1) (1984 &          Supp.  1989).  We have concluded before, and today reaffirm, that          this statute extends personal jurisdiction as far  as the Federal          Constitution  permits.   See  Dalmau Rodriguez,  781  F.2d at  12                                   ___  ________________          (citing A.H. Thomas Co. v. Superior Court, 98 P.R.R. 864, 870 n.5                  _______________    ______________          (1970)); Mangual v. General  Battery Corp., 710 F.2d 15,  19 (1st                   _______    ______________________          Cir. 1983).                                   C.  Due Process.                                   C.  Due Process.                                       ___________                    The   second  requirement      that  the   exercise  of          jurisdiction fall within constitutional  bounds   presents a more          intricate  puzzle.   Whether  or  not  BPC "transacted  business"          within the meaning of the long-arm statute depends on whether the          requisite  minimum contacts can be attributed to it.  By its very          nature, the inquiry into minimum contacts is far from exact: "the          criteria by  which  we  mark  the  boundary  line  between  those          activities which justify the subjection of a corporation to suit,          and  those   which  do  not,  cannot  be   simply  mechanical  or          quantitative."   International Shoe  Co. v. State  of Washington,                           _______________________    ____________________          326 U.S. 310, 319 (1945).   The inquiry into minimum contacts  is          also highly idiosyncratic, involving an individualized assessment          and  factual  analysis  of  the  precise  mix  of  contacts  that          characterize each case.   See Pleasant St. I,  960 F.2d at  1088;                                    ___ ______________          Hahn, 698 F.2d at 51.          ____                    To  sharpen  the  logic  of  the  personal jurisdiction                                          11          inquiry, we have developed a tripartite analysis:                    First,  the  claim underlying  the litigation                    must directly arise out of, or relate to, the                    defendant's forum-state  activities.  Second,                    the   defendant's   in-state  contacts   must                    represent  a  purposeful  availment   of  the                    privilege  of  conducting  activities in  the                    forum  state,  thereby invoking  the benefits                    and  protections of  that  state's  laws  and                    making  the defendant's  involuntary presence                    before the state's court foreseeable.  Third,                    the exercise of  jurisdiction must, in  light                    of the Gestalt factors, be reasonable.          Pleasant St. I, 960 F.2d at 1089; see  also Ticketmaster, 26 F.3d          ______________                    ___  ____ ____________          at 206; Pizarro v.  Hoteles Concorde Int'l, C.A., 907  F.2d 1256,                  _______     ____________________________          1258  (1st  Cir. 1990).   A  careful  application of  these three          elements to the facts  at hand demonstrates that the  exercise of          in  personam jurisdiction over  BPC, for the  specific purpose of          __  ________          determining the legal status of its agreement with Dopp, does not          offend constitutional principles.                    1.   Relatedness.   The element  of relatedness  is not                    1.   Relatedness.                         ___________          difficult to satisfy here.   For one thing, the  relatedness test          is,  relatively  speaking, a  flexible,  relaxed  standard.   See                                                                        ___          Ticketmaster, 26 F.3d  at 207.   For another  thing, it is  self-          ____________          evident  that the dispute between Pritzker and BPC over the legal          status  of BPC's contract with Dopp would not have arisen but for          that contract.   Because the very document that  represents BPC's          forum-related  activity is  itself the  cause and  object of  the          lawsuit, this activity comprises the source and substance of, and          is thus related to,  Pritzker's squabble with BPC.   See Pleasant                                                               ___ ________          St. I, 960 F.2d at 1089.          _____                    2.    Purposeful Availment.    We  must next  determine                    2.    Purposeful Availment.                          ____________________                                          12          whether BPC's Puerto Rico-based  contacts "represent a purposeful          availment of  the privilege  of conducting activities  in [Puerto          Rico],  thereby invoking  the benefits  and protections  of [its]          laws and making the  defendant's involuntary presence before [the          Puerto Rico-based] court foreseeable."  Id.                                                  ___                    The  path of inquiry is  neither long nor  winding.  It          necessarily begins with McGee v. International Life Ins. Co., 355                                  _____    ___________________________          U.S. 220 (1957).  There, the  Court ruled that a California court          could properly exercise jurisdiction over an out-of-state insurer          in a suit  brought by a  beneficiary of a  policy written by  the          insurer at the behest  of a California resident, even  though the          insurer  had no  office  or agent  in  California and  had  never          performed  any other  business in  that state.   The  McGee Court                                                                _____          articulated a  principle of  marked importance for  our purposes:          in order to be subject to  the jurisdiction of the forum state, a          nonresident need have only one contact with the forum, so long as          the contact  is meaningful.  See  id. at 223   ("It is sufficient                                       ___  ___          for purposes of due process that the suit was based on a contract          which    had   substantial   connection   with   that   State.").          Accordingly, McGee  stands  for  the  proposition  that  "minimum                       _____          contacts" is  not necessarily a  numbers game; a  single contract          can fill the bill.                    For our purposes, McGee remains  good law.5  In  Burger                                      _____                          ______                                        ____________________               5The court below expressed  some hesitation about relying on          McGee,  fearing that  "the  broad view  of personal  jurisdiction          _____          articulated  in McGee  was  curtailed in  the next  major Supreme                          _____          Court  case dealing with the  issue, Hanson v.  Denckla, 357 U.S.                                               ______     _______          235  (1958)."   Pritzker v. Yari,  supra, at  *4, slip  op. at 9.                          ________    ____   _____                                          13          King Corp. v. Rudzewicz,  471 U.S. 462 (1984), the  Court, citing          __________    _________          McGee, affirmed the principle that "even a single act can support          _____          jurisdiction."  Id. at 475 n.18.  In that case, the Justices held                          ___          that  a   court  sitting  in  Florida   properly  could  exercise          jurisdiction  over a  Michigan resident  in a  suit brought  by a          Florida  corporation for  breach of  a franchise  agreement, even          though the defendant's only  relationship to the forum  state was          of  a contractual  nature.   Explaining  that "[j]urisdiction  in          these  circumstances  may  not  be  avoided  merely  because  the          defendant  did not physically enter the forum State," id. at 476,                                                                ___          the Supreme Court observed that "where  individuals `purposefully          derive benefit' from their interstate activities, it may  well be          unfair to allow them  to escape having to account in other States          for consequences that arise proximately from such activities; the          Due  Process Clause may not  readily be wielded  as a territorial          shield to avoid interstate obligations that have been voluntarily          assumed."   Id. at  474-75 (quoting Kulko  v. California Superior                      ___                     _____     ___________________          Court, 436 U.S. 84, 96 (1978)).          _____                    These  opinions demonstrate  that the  jurisprudence of                                        ____________________          This  observation is  true but  beside any  relevant point.   The          Hanson  Court placed  its principal  emphasis on  the requirement          ______          that there  be a purposeful act  by the defendant, and  that this                                           ________________          requirement  may not be satisfied merely by the unilateral act of          another.     See  Hanson,  357   U.S.  at  253-54.     The  Court                       ___  ______          distinguished McGee on this basis, and on the ground that Hanson,                        _____                                       ______          unlike McGee,  "involve[d] the validity of an  agreement that was                 _____          entered without any  connection with  the forum State."   Id.  at                                                                    ___          252.    In the  instant case,  neither  of these  problems looms.          BPC's decision to enter into the  financing agreement was clearly          its  own,  and that  agreement, which  entitled  it to  share the          proceeds of Puerto Rico-based litigation, bears close ties to the          forum.                                          14          minimum contacts casts  a wide net,  and a nonresident  defendant          may not always be able to elude the net by such simple expedients          as  remaining physically  outside the  forum or  limiting contact          with  the  forum to  a  single commercial  transaction.   Rather,          courts must  look beyond these formalistic  measures and evaluate          the  nature of the contacts  and, relatedly, the  degree to which          they represent a purposeful  availment of the forum's protections          and benefits.                    In the instant case, we conclude that BPC, by knowingly          acquiring an economically beneficial interest in the outcome of a          Puerto Rico-based  lawsuit  that involved  control over  property          located in Puerto Rico, necessarily exhibited sufficient  minimum          contacts to  subject  it  to the  district  court's  exercise  of          specific  in   personam  jurisdiction.    Two  considerations  in                    __   ________          particular lead us to this conclusion.                    First,  the   subject  matter   of  BPC's   contact  or          relationship with Puerto Rico   the consummation of the financing          agreement   is  such that it can only be  characterized as an act          of  purposeful availment.  We think it is doubly significant that          the   financing   agreement   directly    concerned   forum-based          litigation, and, in turn,  that the litigation directly concerned          forum-based real estate.   Other than  physical presence, we  can          imagine  few  contacts that  are more  integral  to a  forum than          acquiring a financial stake in  forum-based litigation concerning                                          15          forum-based  property.6    The   significance  that  Puerto  Rico          attaches  to such an interest is reflected elsewhere in its long-          arm  statute, in which land ownership  is deemed an independently          sufficient basis for exercising  personal jurisdiction.  See P.R.                                                                   ___          Laws Ann. tit. 32,  app. III, R.4.7(a)(5) (extending jurisdiction          of  Puerto Rico  courts  over  a  person  who  "[o]wns,  uses  or          possesses,  personally or  through  his agent,  real property  in          Puerto Rico").                    Second,  the  specific  nature  of a  contact  is  also          important in discerning the  elements of purposeful availment and          foreseeability.    BPC  entered  into  its   financing  agreement          precisely  because  it stood  to  benefit  commercially from  the          eventual   outcome  of  the  Puerto  Rico-based  D/P  Litigation.          Furthermore, given the location of  DBHC's assets and the  nature          of the remedies potentially  available to Dopp, see Dopp  II, 947                                                          ___ ________          F.2d at 519  (listing alternative remedies),  both the extent  of          BPC's profits and the value of its agreement were closely tied to          the integrity and stability of Puerto Rico's economy.  This means          that the  practical importance of BPC's  relationship with Puerto          Rico was far greater  than the importance that could  be attached          to  the  random,  fortuitous, or  attenuated  relationships about          which the Court has previously voiced concern.  See, e.g., Burger                                                          ___  ____  ______          King, 471 U.S. at 475; Keeton v. Hustler Magazine, Inc., 465 U.S.          ____                   ______    ______________________                                        ____________________               6Indeed,  had Dopp  succeeded in  obtaining  resolution (his          preferred remedy in the D/P Litigation, see Dopp  IV, ___ F.3d at                                                  ___ ________          ___ [slip op.  at 7-17]), he might have wound  up with the hotels          and  the land,  and, if  so, BPC would  presumably have  been the          equitable owner of a measurable interest in those properties.                                          16          770, 774 (1984); World-Wide Volkswagen Corp. v. Woodson, 444 U.S.                           ___________________________    _______          286, 299  (1980).   Consequently, we  believe that  BPC's venture          represented  nothing  less than  a  purposeful  availment of  the          privilege of conducting activities in Puerto Rico.7                    BPC disagrees with this conclusion.  It argues that the          singularity  of  its  contact  renders  the  financing  agreement          quantitatively insufficient  as a  predicate for the  exercise of          jurisdiction.  This argument fails for two reasons.                    In  the first  place, we  do not  view BPC's  financing          agreement  as merely a one-time  rendezvous with the  forum.  BPC          cannot retract the  fact that it backed  Dopp's forum-based suit,          so that  its pact can  hardly be  cracked up  to be  an act  that          lacked  incessant impact, but, rather,  smacked of the exact sort          of  contact through  which  jurisdiction, if  attacked, might  be          tracked  and should  remain  intact.   A  contract conferring  an          interest in ongoing litigation that touches upon the legal status                                        ____________________               7Although we have  been unable to find any judicial decision          squarely on point,  we are  reinforced in our  conclusion by  the          results  reached  in  analogous  cases.    See, e.g.,  Grimes  v.                                                     ___  ____   ______          Vitalink Communications  Corp., 17  F.3d 1553, 1559-60  (3d Cir.)          ______________________________          (finding specific  personal jurisdiction  over a  nonresident who          owned stock in a  forum-based corporation and who tendered  it in          accordance  with a tender offer, on the ground that the defendant          purposefully availed himself of the privilege of having  a forum-          based  court determine his  rights and thus  invoked the benefits          and  protections  of the  forum), cert.  denied,  115 S.  Ct. ___                                            _____  ______          (1994); Manley v. Fong,  734 F.2d 1415, 1419-20 (10th  Cir. 1984)                  ______    ____          (finding personal  jurisdiction over  a nonresident in  regard to          litigation arising out of a contract between the nonresident  and          a  resident,  executed  out-of-state,  for  the  purchase  of  an          interest  in a  forum-state oil-and-gas  lease); Quasha  v. Shale                                                           ______     _____          Dev.  Corp.,  667  F.2d  483,  486-89 (5th  Cir.  1982)  (finding          ___________          personal jurisdiction over nonresidents  in a suit concerning the          existence,  enforceability,  and  performance  of  a  contract to          purchase mineral interests located in the forum state).                                          17          of real property situated  in the forum establishes, by  its very          nature, a significant  relationship with the forum  and its legal          system.   Thus, it is easy to see how such a contact can become a          hook on which in  personam jurisdiction can be hung.   See Burger                        __  ________                             ___ ______          King, 471  U.S. at 475 n.18 (noting that "[s]o long as it creates          ____          a  `substantial connection' with the forum, even a single act can          support jurisdiction," and distinguishing this from an "isolated"          act  in  respect  to  which  "the  reasonable  foreseeability  of          litigation in  the forum  is substantially  diminished") (quoting          McGee, 355 U.S. at 223).          _____                    In the second place, BPC's emphasis on the quantitative                                                               ____________          aspects  of its  contact ignores  both the  contact's qualitative                                                                ___________          aspects  and the role of substance, as opposed to mere frequency,          in the minimum contacts  calculus.  So one-sided a  view distorts          reality.   See International Shoe,  326 U.S. at  318 (assessing a                     ___ __________________          defendant's   acts  by   "their  nature   and  quality   and  the          circumstances of their commission").                    BPC also  contends  that the  exercise of  jurisdiction          here would be inconsistent with circuit precedent.  In this vein,          BPC directs our  attention to Pizarro,  a case in  which we  held                                        _______          that a corporation's placement of nine advertisements in a Puerto          Rico  newspaper  did  not  create in  personam  jurisdiction  for                                            __  ________          purposes of a tort suit  brought by a person who responded  to an          advertisement,  took  a  trip   to  the  advertised  resort,  and                                          18          sustained  personal  injuries  outside  of  Puerto  Rico.8    See                                                                        ___          Pizarro, 907 F.2d at 1260.          _______                    We do not think that Pizzaro is in any way antithetical                                         _______          to the result we reach today.  We decided Pizarro based on a lack                                                    _______          of relatedness, specifically finding that the advertisements  had          "no connection with the negligent act . . . that allegedly caused          the injury,"  and that, therefore, it could not "be said that the          negligent act  `arose out  of' [the defendant's]  placing of  the          advertisements  . .  . ."   Id.  at 1259.   Since  relatedness is                                      ___          beyond  question in  the present case,  see supra  Part II(C)(1),                                                  ___ _____          Pizarro is not on point and BPC's reliance on it is mislaid.          _______                    3.  The Gestalt Factors.  Having determined  that BPC's                    3.  The Gestalt Factors.                        ___________________          financing agreement falls within  the ambit of sufficient minimum          contacts,  we proceed  to  the third  and  final element  of  our          analysis and  inquire whether  the exercise of  jurisdiction over          BPC in the circumstances of this case would, holistically viewed,          offend  traditional  notions   of  "fair  play  and   substantial          justice."   Burger King, 471  U.S. at 476  (quoting International                      ___________                             _____________          Shoe, 326 U.S. at 320).          ____                    Admittedly,  "fair play" and  "substantial justice" are          not  the most  self-defining  of legal  formulations.   For  that          reason, we have added the flesh of a five-factor gestalt analysis          to these skeletal due process concepts.  The factors include:                                        ____________________               8Pizarro  typifies a  line of  cases to  like effect.   See,                _______                                                ___          e.g.,  Fournier v. Best W.  Treasure Island Resort,  962 F.2d 126          ____   ________    _______________________________          (1st  Cir. 1992); Marino v.  Hyatt Corp., 793  F.2d 427 (1st Cir.                            ______     ___________          1986).                                          19                    (1)  the defendant's burden of appearing, (2)                    the  forum  state's interest  in adjudicating                    the dispute, (3) the plaintiff's  interest in                    obtaining  convenient  and effective  relief,                    (4)   the   judicial  system's   interest  in                    obtaining  the  most effective  resolution of                    the controversy, and (5) the common interests                    of  all  sovereigns in  promoting substantive                    social policies.          Pleasant St.  I, 960 F.2d  at 1088.   These  gestalt factors  are          _______________          designed to  put into sharper perspective  the reasonableness and          fundamental fairness  of  exercising jurisdiction  in  particular          situations.  See  Ticketmaster, 26 F.3d  at 210.   They "are  not                       ___  ____________          ends  in themselves,  but  they  are,  collectively, a  means  of          assisting courts in achieving substantial justice.  In very close          cases, they may  tip the  constitutional balance."   Id. at  209.                                                               ___          When  applied to the case  sub judice, the  gestalt factors point                                     ___ ______          unerringly toward the exercise, and away from the declination, of          jurisdiction over BPC.                    As to the first  factor, we may fairly assume  that the          defendant's  appearance   in  Puerto  Rico  is   to  some  extent          burdensome.   But the concept  of burden is  inherently relative,          and,  insofar as staging a  defense in a  foreign jurisdiction is          almost always inconvenient and/or costly, we think this factor is          only meaningful  where  a  party  can demonstrate  some  kind  of          special or unusual  burden.  See, e.g.,  id. at 210 (noting  that                                       ___  ____   ___          "most  of  the  cases that  have  been  dismissed  on grounds  of          unreasonableness [of  the burden of appearing] are cases in which          the  defendant's center of gravity,  be it place  of residence or          place  of business, was  located at an  appreciable distance from                                          20          the  forum"); see also Burger  King, 471 U.S.  at 474 (explaining                        ___ ____ ____________          that "it usually  will not  be unfair to  subject [a  nonresident          defendant]  to the  burdens  of litigating  in another  forum for          disputes  relating to  [in-forum  economic] activity").   In  the          modern era, the  need to travel between New York  and Puerto Rico          creates  no especially  ponderous burden for  business travelers.          Thus, BPC has  not adequately  demonstrated that  an exercise  of          jurisdiction  in  the  present  circumstances  is  onerous  in  a          special, unusual, or other constitutionally significant way.                    The second  factor    the  interest of  Puerto Rico  in          having a Puerto Rico-based court  adjudicate the dispute   weighs          heavily in favor of an exercise of jurisdiction.  Sovereigns have          few interests greater  than those in  the conduct of  forum-based          litigation and the disposition of forum-based real estate.  Here,          these interests are not only present; they constitute the essence          of  the  suit  which the  nonresident  defendant,  BPC, seeks  to          avoid.9                    The  third  factor  is  the  plaintiff's   interest  in          obtaining convenient  and effective relief.   This  consideration          likewise cuts in favor of jurisdiction.  Not only must we "accord          plaintiff's choice of forum  a degree of deference in  respect to          the  issue of its own convenience," Ticketmaster, 26 F.3d at 211,                                              ____________          but also we  must take  note of the  enormous inconvenience  that                                        ____________________               9At  the expense of carting coal to Newcastle, we think that          the Commonwealth also possesses  an atypically strong interest in          having Puerto  Rico-based courts hear  and resolve  controversies          involving its litigated credit statute.                                          21          might   result  from   forcing  Pritzker   to  sue   elsewhere             theoretically,  in every  jurisdiction  in which  a financier  is          located   despite ongoing litigation in a forum-based court.                    The fourth  factor   the judicial  system's interest in          obtaining the  most efficacious  resolution of the  controversy            similarly counsels against furcation of the dispute among several          different jurisdictions.  Such a result would both contravene the          goal  of  judicial   economy  and  conjure  up  the   chimera  of          inconsistent outcomes.                    The fifth  and last  of the gestalt  factors implicates          the interests  of the affected governments  in substantive social          policies.  Here, the most salient such policy is that embodied in          article  1425  itself:    the discouragement  of  speculation  in          litigation.   All  sovereigns share  both a  general interest  in          preventing such speculation and a specific interest in respecting          Puerto  Rico's   decision  to   control  this   activity  through          regulation.   For obvious reasons, a failure to find jurisdiction          in this case would necessarily subvert these interests.                                 D.  Recapitulation.                                 D.  Recapitulation.                                     ______________                    In sum,  by deliberately  contracting for a  portion of          the proceeds of litigation, the subject of which concerned Puerto          Rico  property and  the situs  of which  was a  Puerto Rico-based          court,  BPC   deliberately  sought  to  procure   the  commercial          advantages of transacting business in Puerto Rico.  Having called          the tune, it now must pay the piper.  Hence, we conclude that the          instant litigation arises  out of, and thus directly  relates to,                                          22          the financing agreement that BPC consummated with Dopp.   Because          that agreement has a distinctive relationship to Puerto Rico   as          we have said, its subject matter and specific nature betoken that          BPC purposefully  availed itself of the  benefits and protections          of  Puerto Rico  and  its legal  apparatus    and  because  BPC's          subsequent (involuntary) presence  before the district  court was          entirely foreseeable, bringing  BPC before  the bar  of a  Puerto          Rico-based  court in  respect to  litigation  arising out  of the          financing  agreement is  neither  unreasonable nor  fundamentally          unfair. It follows, therefore, as night follows day, that  Puerto          Rico's  long-arm  statute reaches  this  dispute,  and the  lower          court's exercise  of in personam  jurisdiction over  BPC is  both                               __ ________          legally and constitutionally supportable.          III.  THE FINANCING AGREEMENTS          III.  THE FINANCING AGREEMENTS                    We turn now to  the main event   a  series of questions          involving the enforceability and  interpretation of the financing          agreements.  In answering these questions, we look to  the law of          Puerto Rico  for the rule  of decision.10   See Erie R.R.  Co. v.                                                      ___ ______________                                        ____________________               10BPC  and  Yari  halfheartedly  attempt  to  challenge  the          district  court's  choice of  Puerto  Rico  law to  govern  their          respective  contracts with Dopp.   Neither entry makes  it to the          starting gate.  Yari  merely proposes how his contract  with Dopp          might  be  construed under  California  law,  without pausing  to          explain why California  law is  relevant.  Our  corpus of  cases,          cumulatively considered, clearly  commands that contentions which          are not  carefully composed and candidly  constructed customarily          careen beyond the cognizance of  this court.  See, e.g.,  Ryan v.                                                        ___  ____   ____          Royal Ins. Co., 916 F.2d 731, 734 (1st Cir. 1990) ("It is settled          ______________          in   this  circuit  that  issues  adverted  to  on  appeal  in  a          perfunctory    manner,    unaccompanied    by   some    developed          argumentation, are deemed to have been abandoned.").  BPC's claim          fails  for several reasons, the first of which is that the record          contains no  indication that  BPC developed it  below.  "It  is a                                          23          Tompkins, 304 U.S. 64, 78 (1938).          ________                    Article 1425 of the Civil Code confers on a defendant a          right to redeem a "litigated credit" or "litigious  credit," that          is, the  interest of a third  party who has purchased  a stake in          the  outcome of civil litigation.   Evaluating this  statute is a          daunting task, made all the more complicated in this  case as the          parties have raised  a myriad  of issues ranging  from the  legal          status of the financing agreements to the propriety of Pritzker's          efforts to prime the article 1425 pump.  We address  these issues          sequentially, for  the most part subjecting  the district court's          determinations to plenary review.   See United States v. Gifford,                                              ___ _____________    _______          17  F.3d  462, 472  (1st Cir.  1994)  (holding that  questions of          statutory interpretation  are purely legal in  nature, and, thus,          engender  de novo review);  Liberty Mut.  Ins. Co.  v. Commercial                    __ ____           ______________________     __________          Union Ins.  Co., 978 F.2d  750, 757 (1st  Cir. 1992) (same);  see          _______________                                               ___          also Salve Regina Coll.  v. Russell, 499 U.S. 225,  239-40 (1991)          ____ __________________     _______          (holding  that "courts  of  appeals [must]  review the  state-law          determinations of district courts de novo").                                            __ ____                                  A.  Article 1425.                                  A.  Article 1425.                                      ____________                    We begin our  expedition by clarifying  certain matters          relating to article  1425 (the text of which is reproduced in its          entirety in note  3, supra).  The  undue hullabaloo in this  case                               _____          stems from the  fact that article 1425 is  a very unusual animal.                                        ____________________          bedrock rule that when a  party has not presented an argument  to          the  district court,  he  may  not  unveil it  in  the  court  of          appeals."   United  States v.  Slade, 980 F.2d  27, 30  (1st Cir.                      ______________     _____          1992).                                          24          Several aspects of the statute deserve emphasis or elaboration.                    First,  the  purpose  of   article  1425,  as  recently          restated  by the Puerto Rico  Supreme Court, is  to prevent "`the          illegal trade  of litigious  credits which  were purchased for  a          price below their  actual value,  and then the  actual price  was          recovered from the debtor  and big profits reaped.'"   Consejo de                                                                 __________          Titulares v. Urban  Renewal &  Hous. Corp., 93  J.T.S. 25  (1993)          _________    _____________________________          (Official  English Translation:   No. RE-87-297, slip  op. at 14)          (quoting  3 D. Espin Canovas, Manual de Derecho Civil Espanol 240                                        _______________________________          (1983)); Mervin H.  Riseman, The  Sale of a  Litigious Right,  13                                       _______________________________          Tul.  L.  Rev. 448,  448  (1939)  ("A desire  to  put  an end  to          litigation and to prevent speculation in lawsuits has resulted in          the  disapproval  by  the civil  law  of  the  sale of  litigious          rights.").   To  this extent,  then, the  district court  hit the          bull's-eye when it declared that the "single, serious purpose" of          article  1425   is  "to   discourage  financial   speculation  in          litigation."  Pritzker v. Yari, supra, at *5, slip op. at 11-12.                        ________    ____  _____                    Second,  the Puerto Rico  Supreme Court has recognized,          in fidelity to  the statutory  text, that "[a]  credit is  deemed          litigious  from  the moment  the  lawsuit  claiming the  same  is          answered."   Consejo de  Titulares, supra, slip  op. at 13.   The                       _____________________  _____          court added:                    [A] credit  is  regarded as  litigious  when,                    upon  being  litigated, a  final  judgment is                    required  to  ascertain its  existence, "that                    is,  it is one which  is in doubt  and one in                    which the rights are uncertain.  For a credit                    to  be considered  litigious it  is essential                    that the  litigation pending at  the time  of                    sale  or assignment  of  credit  concern  the                                          25                    existence of the credit itself and not merely                    the consequences of  its existence once final                    judgment is rendered."          Id.  at 13-14 (quoting Martinez v. District Court, 72 P.R.R. 197,          ___                    ________    ______________          199  (1951)).   Here,  there  is  no  doubt  that  the  financing          agreements involve  interests that fall  within the  contemplated          chronological span.                    Third, article  1425 identifies the parties in interest          in   terms  that  are  somewhat  different  than  those  used  in          conventional  litigation.   We consider  the "debtor"  to be  the          original  defendant  (Pritzker), and  the  "assignee"  to be  the          third-party  investor (Yari,  Lincoln, or  BPC, depending  on the          financing agreement in question).   To carry out this  theme, the          original plaintiff (here, Dopp) would be the "assignor."                    Having   thus   introduced    the   generalities    and          particularities  of  article 1425,  we  proceed  to consider  its          application.                  B.  The Legal Status of the Financing Agreements.                  B.  The Legal Status of the Financing Agreements.                      ____________________________________________                    The  financiers contend that  none of  their agreements          with Dopp involved litigated credits subject to the strictures of          article  1425.   We  reject this  contention  and hold  that  the          financing agreements fall squarely  within the purview of article          1425.  Accordingly, the statute governs their legal disposition.                    1.   The  Transfer-of-Title  Theory.   The  financiers'                    1.   The  Transfer-of-Title  Theory.                         ______________________________          principal  argument is that article 1425 should not be applied to          the financing agreements because the statute contemplates that an          assignee will actually replace, not merely bankroll, the assignor                                          26          in  the prosecution of the latter's claim against the debtor, and          that  no such  substitution transpired  here. This  amounts to  a          claim that article 1425 is only effective when the assignee steps          into the shoes of  the assignor, or, put another  way, when there          has been the functional equivalent of  a transfer of title to all          or part of the assignor's lawsuit.11                    In advancing this argument, the financiers rely heavily          on the historical origins of article 1425 as found chiefly in the          law of Spain and  France.  Citing numerous treatises  and tracts,          they strive to persuade us that the statute, when viewed in terms          of its apparent  original purpose, simply does  not encompass the          conduct at issue  here.   In particular, they  suggest that  laws          like   article  1425   were  designed  to   prevent  professional          litigators  from  stepping  into  a  plaintiff's  shoes  for  the          specific purpose of harassing  a defendant.  Because that  is not          what happened here, thefinanciers claim the statuteis inapposite.                    This is all well and good, but the text of article 1425          belies the financiers' claim.  The statute is drafted in terms of          general applicability and its language is bereft of the slightest          ambiguity.     No   mention  is   made  of   a  transfer-of-title          requirement, and,  moreover, the  plain language of  article 1425          seems naturally suited to the scenario presented in this case.                    In brief, we have no reason to  doubt the applicability                                        ____________________               11Although  we  assume  arguendo that  all  three agreements                                       ________          created  interests  exclusively  in  the proceeds,  and  not  the          conduct, of the D/P Litigation, we  note that at least one of the          financing  agreements   Yari's   could be construed as empowering          the assignee to exercise substantial control over Dopp's lawsuit.                                          27          of  article  1425  to  the  financing  agreements,  and  thus  to          Pritzker's efforts  to redeem the interests  they created, unless          we are prepared to wander beyond the four  corners of the statute          in  search of some ancient legislative intent.  We cannot justify          undertaking such extra-textual measures in this case,  especially          given the  interpretive command  of the Puerto  Rico legislature:          "When  a law is clear and free  from all ambiguity, the letter of          the   same  shall  not  be  disregarded,  under  the  pretext  of          fulfilling the spirit  thereof."  P.R.  Laws Ann. tit.  31,    14          (1967  & Supp.  1989).    Therefore,  we reject  the  financiers'          argument that article 1425  should be read to impose  a transfer-          of-title  requirement.12     Compare  Riseman,   supra,  at   460                                       _______             _____          (construing Louisiana's litigated credit statute, which, like the          Spanish and Puerto Rico statutes, had its immediate origin in the          French  Civil Code  and  its ultimate  origin  in the  Roman  Lex                                                                        ___          Anastasiana or Lex Per  diversas et Ab Anastasio,  and explaining          ___________    _________________________________          that  it  "merely provides  for the  nullity  of the  purchase of                                        ____________________               12Yari tries to justify  a transfer-of-title construction by          asserting that  the district court's application  of article 1425          to  his agreement  with  Dopp renders  meaningless the  statute's          third  sentence,  which authorizes  the  debtor  to extinguish  a          litigated  credit "within nine (9) days, counted from the day the                                                                        ___          assignee should demand  payment of him."  P.R. Laws Ann. tit. 31,          ______________________________________            3950 (1991) (emphasis supplied).  In Yari's view, this language          requires  that there  have  been a  transfer  of title  from  the          assignor  to the assignee, including  a transfer of  the right to          proceed against the debtor.  We decline to read the statute in so          crabbed a  manner.   While this language  unquestionably provides          debtors in transfer-of-title situations with a temporal guidepost          for effectuating  a redemption  (at least in  certain situations,          see  infra  Part  III(C)),  it  does  not  thereby  restrict  the          ___  _____          statute's  overall  scope.   At best,  the  phrase to  which Yari          clings  is designed to  address a particular  subset of litigated          credits, not the mine-run.                                          28          litigious  rights,   and  the  litigious  right   itself  is  not          annihilated.   Thus title to  the litigious right  remains in the          original owner, and he still has the right to proceed against his          debtor for the amount owed to him.").                    In following  this course,  we are not  suggesting that          historical  analyses or  foreign legal sources  are intrinsically          irrelevant in parsing the laws of Puerto Rico.  We recognize that          the Spanish  Civil Code, in particular,  may sometimes constitute          significant authority  in the  interpretation of the  Puerto Rico          Civil  Code.   See Republic  Sec. Corp.  v. Puerto Rico  Aqued. &                         ___ ____________________     _____________________          Sewer  Auth., 674  F.2d  952,  958  (1st  Cir.  1982);  see  also          ____________                                            ___  ____          Bonillerse v.  Gonzalez, 17 P.R.R. 1084,  1090 (1911) (explaining          __________     ________          that Puerto Rico  courts sometimes "can  look to eminent  Spanish          authors  for the proper  interpretation of  such portions  of our          Civil  Code  as  are copied  literally  from  the  Civil Code  of          Spain").    But recourse  to these  extrinsic sources  is neither          necessary  nor appropriate when, as now, the text of a particular          Code provision is unambiguous.13                                        ____________________               13Our unwillingness  to rely  upon extra-textual  sources in          this  instance  is  reinforced  by  our  reservations  about  the          historical-exegetical  enterprise  advocated  by the  financiers.          From  a practical standpoint, we question  the wisdom and utility          of invoking ancient doctrines, gleaned from the writings of long-          deceased  expositors,  as a  means  of  interpreting statutes  to          govern the  present day and  age.  Nor  is this  concern original          with us.  See, e.g.,  Diaz Irizarry v. Ennia, N.V., 678  F. Supp.                    ___  ____   _____________    ___________          957, 962 n.5 (D.P.R.  1988) ("Romantic as working with  the Civil          Code may be, the clock cannot be turned back.  It must be kept in          mind that the application of Spanish law to problems arising from          basic  socioeconomic  structures  .   .  .  which  operate  under          standards  stemming from  federal or  American law  is consistent          with  neither practical reality and efficiency nor the sources of          law  actually being  applied in  Puerto Rico  today.");  see also                                                                   ___ ____                                          29                    2.   The  "Legitimate Purpose"  Theory.   Yari proposes                    2.   The  "Legitimate Purpose"  Theory.                         _________________________________          that article  1425 is inapplicable to  these financing agreements          since the right of redemption does not attach when the assignment          is made for a legitimate purpose, and that obtaining financing to          carry on pending litigation,  as Dopp purportedly set out  to do,          is such a purpose.                    This  argument  founders  for the  most  abecedarian of          reasons:   the statute itself contains no such exception, and the          statutory text is not sufficiently problematic to invite judicial          editing  that might lead to  the possible recognition  of such an          exception.  As a fundamental principle of statutory construction,          we  will not depart from, or otherwise embellish, the language of          a statute absent either  undeniable textual ambiguity, see United                                                                 ___ ______          States v. Charles  George Trucking  Co., 823 F.2d  685, 688  (1st          ______    _____________________________          Cir.  1987) (expounding  the primacy  of plain meaning),  or some          other  extraordinary  consideration,  such  as  the  prospect  of          yielding  a patently absurd result, see Sullivan v. CIA, 992 F.2d                                              ___ ________    ___          1249,  1252  (1st  Cir.  1993) ("Courts  will  only  look  behind          statutory  language in the rare case where a literal reading must          be  shunned because it would  produce an absurd  outcome, or when          the  legislature  has  blown an  uncertain  trumpet.") (citations          omitted); see also Colonos de Santa Juana v. Sugar Bd., 77 P.R.R.                    ___ ____ ______________________    _________          371,  374 (1954)  (stressing the  need, "wherever  possible, [to]                                        ____________________          Oliver Wendell Holmes, Jr., The Path of the Law, 10 Harv. L. Rev.                                      ___________________          457, 469 (1897) ("It is revolting  to have no better reason for a          rule of law  than that so it was  laid down in the time  of Henry          IV.").                                          30          avoid  an  interpretation of  a statute  which  would lead  to an          unreasonable  result"), aff'd,  235  F.2d 347  (1st Cir.),  cert.                                  _____                               _____          denied, 352 U.S. 928 (1956).          ______                    When  interpreting a  Puerto Rico  statute, we  must be          faithful not only to conventional rules of construction, but also          to the  legislature's specific directives.  One such directive is          the edict  that unambiguous statutes must  be construed according          to  their letter.   See P.R.  Laws Ann. tit.  31,   14;  see also                              ___                                  ___ ____          Roman  v. Superintendent  of Police,  98 P.R.R.  667, 671  (1966)          _____     _________________________          (adverting to    14 and admonishing that, when a statute is clear          and  explicit, courts  have no  authority to  add limitations  or          restrictions that do not appear on its face).                    This  command carries unusual import in this situation,          since  the legislature  has expressly  carved out  three distinct          exceptions to the textual  scope of article 1425.   See P.R. Laws                                                              ___          Ann.  tit.  31,    3951 (1991)  (excluding "assignments  or sales          made:  (1) To a  coheir or co-owner of the right  assigned[;] (2)          To a creditor in payment of his credit[; or] (3) To the possessor          of an estate,  subject to the right in litigation  which has been          assigned").   The  financiers' proposed  exception is  not to  be          found in this compendium.  As the maxim teaches, "expressio unius                                                            _______________          est exclusio alterius."   So  it is here.   Consequently,  Yari's          _____________________          "legitimate purpose" argument must fail, as it asks us to engraft          an exception beyond those  enumerated, and does so in the face of                                          31          unambiguous statutory text.14                    3.   The "Fixed  Price" Theory.   Next,  Yari maintains                    3.   The "Fixed  Price" Theory.                         _________________________          that article  1425 applies only  to contracts  involving a  fixed          purchase price, and that his agreement with Dopp does not qualify          in  view of its  somewhat novel line-of-credit  feature.  Because          article 1425  itself has nothing  to say about whether  or when a          price is fixed, we think this argument collapses by virtue of the          same  legal  principle  previously  discussed:    a  fixed  price          requirement does not  appear on the  face of the statute  and can          have no bearing on the interpretation of it.                    In a  transparent attempt to  elude the force  of plain          meaning, Yari hawks an  alternative construction of article 1425.          He asserts that because  the statute speaks in the past tense, it          only relates to assignments that constitute, or have constituted,          fully  closed transactions.   We  think that this  is anfractuous          reasoning, yielding an  undesirable, overly cramped  construction          of  the  statute.    What  is  more,  to  the  extent  that  this          construction  can  be  regarded  as  importing  uncertainty  into          article 1425,  the proper  interpretive  course would  not be  to          retreat into formalism, as Yari suggests, but, rather, to distill          and advance  the "reason  and spirit" of  the statute.   See P.R.                                                                   ___          Laws Ann. tit. 31,   19 (1967 & Supp. 1989)  ("The most effectual          and  universal manner of discovering  the true meaning  of a law,                                        ____________________               14We  do not intend to  imply that the  legitimacy of Dopp's          purpose  in  forging  these financing  agreements  is  altogether          evident from  the  record.   Rather,  our disposition  of  Yari's          argument renders further exploration of this point unnecessary.                                          32          when its expressions  are dubious, is  by considering the  reason          _________________________________          and spirit thereof;  or the  cause or motives  which induced  its          enactment.") (emphasis          supplied).                    Here,  the policy  behind the  statute    to discourage          litigious  profiteering     would  be disserved  by  allowing  an          assignee to avoid redemption merely by using something other than          a fixed price as the consideration  for his purchase.  Thus, even          if  there  is ambiguity  within  the text  of  article  1425    a          proposition  to which  we  do  not  subscribe    Yari's  proposed          construction is so isthmian as to offend the reason and spirit of          the statute.                    Because  the text  of article  1425 plainly  covers the          financing agreements, the district court correctly ruled that the          statute governed their disposition.                            C.  The Timing of the Tender.                            C.  The Timing of the Tender.                                ________________________                    The  next snare set by the financiers is contrived from          a  number  of alleged  improprieties  which,  they claim,  render          Pritzker's efforts to  extinguish the credits  invalid.  Most  of          these  assertions rest on the financiers' particular construction          of  article  1425,  and,  therefore,  have  no  continuing  legal          relevance in light  of our  understanding of that  statute.   See                                                                        ___          supra Part III(A)-(B).  Withal, the financiers  raise a colorable          _____          question  as to the positioning and shape of the nine-day window,          established  in the third sentence  of article 1425.   We address          this question.                                          33                    The district court determined  that the period in which          Pritzker's article 1425 rights became operative "commenced on the          date  Pritzker  knew officially  that  the  assignments had  been          made."  Pritzker v.  Yari, supra, at *7,  slip op. at 17.   Since                  ________     ____  _____          Pritzker acquired the requisite knowledge on October 9, 1992, and          notified the  parties of his  intentions exactly one  week later,          "Pritzker  therefore duly  exercised his  rights within  the time          provided by the statute."  Id.                                     ___                    The  district  court's   finding  that  Pritzker  first          learned  of the  litigated credits  on October  9 is not  open to          attack.15    This finding  does  not  fully answer  the  question          raised,  because  the  financiers  maintain that,  even  so,  the          statute  obligated Pritzker  not simply  to offer  to  tender the                                                      _____          funds necessary  for redemption  within the nine-day  period, but          also  actually to  tender  those funds  or,  at the  very  least,          deposit  them  with  the  court.    Judge  Pieras  rejected  this          analysis, ruling that the law required Pritzker, during the nine-          day  interval, merely to offer to tender the amounts necessary to          acquire the  interests then held by  the assignees.  See  id.  We                                                               ___  ___          think that the rejection of the financiers' temporal challenge is          supportable,  but we  anchor  it in  a  somewhat different,  less          confining rationale.                    The parties and the district court saw  the question as                                        ____________________               15If anything, this finding may not give sufficient range to          Pritzker's  rights; while  Dopp  disclosed the  existence of  the                                           _________          financing  agreements on  October  9, Pritzker  probably did  not          receive actual notice until October 12 or thereabouts.                                          34          a matter  of what  actions had to  be taken  within the  nine-day          period.   The  financiers  claimed that  a  debtor must  actually          tender the funds, or deposit  them in the registry of the  court,          whereas the court, adopting a thesis urged by Pritzker, concluded          that a debtor need only  offer a tender or deposit of  the funds.          Both  of  these  positions assume  that  the  nine-day  period is          applicable to the litigated  credits at issue here.   We question          this threshold  assumption.  On reflection,  a third construction          of  this portion of article  1425 presents itself:   the nine-day          period enumerated in the third sentence speaks only of situations          in which, to use the statute's words, "the assignee should demand          payment of  [the debtor]."   Under this  third construction,  the          sentence in  question does  not govern  the general operation  of          article 1425, but, rather, only governs its  operation within one          particular situation.16                    We think that this construction is completely plausible          in light of  the unqualified declaration in article  1425's first          sentence to the effect  that "[w]hen a litigated credit  is sold,          the debtor shall have the  right to extinguish the same . .  . ."          Moreover,   if  this  interpretation  prevails,  it  has  obvious          consequences  for these appeals:  although it is true that, where          the nine-day period  applies, it applies strictly, see Consejo de                                                             ___ __________          Titulares, 93 J.T.S. 25 (slip op. at 14) ("The legal term for the          _________          assigned debtor to exercise this litigious redemption is nine (9)          days from the date the assignee claims payment.   This term which                                        ____________________               16This is not such a situation.  See supra note 12.                                                ___ _____                                          35          is extinguished with the lapse of time is final, unextendable and          cannot be  tolled."), such  rigidity is  immaterial if  the third          sentence does not encompass the litigated credit in question.17                    We are left, then, with three competing interpretations          of this portion of article 1425.  Yet, the task of choosing among          them is less formidable than it may first appear; for purposes of          this case, it suffices merely to narrow the field.   Once that is          done,  it becomes plain that,  whether or not  the third sentence          applies in this instance, the assigned error lacks force.                    If and to the extent that the third sentence of article          1425 has pertinence here,  we agree with the lower court  that it          requires only an offer of redemption, not a full tender of funds,          within  the  nine-day period.    Any  other interpretation  would          significantly  undermine the  efficacy of  the statute,  since it          would force  debtors to marshall the funds immediately on receipt                                        ____________________               17Of course, even if this third construction is accepted, it          does not answer  the attendant question  of whether the  debtor's          redemption efforts, once he has notice of a litigated credit, can          ever be tardy.  Both  the spirit of the statute and  common sense          dictate  that some  temporal  limit  should  obtain, and  that  a          debtor's rights  may, if  not seasonably exercised,  become stale          and expire.  See Pritzker v. Yari, supra, at *7, slip op.  at 15-                       ___ ________    ____  _____          16 (hypothesizing that the purpose behind the nine-day window "is          to  prevent the unfair situation of a debtor litigating at length          with an  assignee  and then,  when  the assignee  has  prevailed,          exercising  the right  of  redemption"); Riseman,  supra, at  453                                                             _____          (discussing  Louisiana's analogous  statute  and concluding  that          "[i]f,  on learning of  the transfer,  [the debtor]  continues to          contest the  suit, he may not, when he realizes that the judgment          is about to become  final or that he is  going to lose the  suit,          avail  himself of the provisions which the law has established in          his favor for the  purpose of terminating litigation").   Be that          as it may, these appeals do not warrant a full-dress inquiry into          timeliness, for Pritzker's offers plainly satisfy any  timeliness          rule that might apply.                                          36          of notice, or else forfeit their rights.  Because assignees could          more often than  not time disclosure of  their acquired interests          to minimize redemption opportunities, the  notice provision would          become  a trick  box.   We do  not believe  that the  Puerto Rico          legislature  intended to  place  assignees in  so advantageous  a          position.                    In our estimation, the  district court's shaping of the          nine-day   window  produces   a  more   realistic  and   balanced          interpretation.   Faithful to the overarching  statutory purpose,          this  reading allows  the debtor  merely to  offer to  redeem the          litigated credits  within the  nine-day period, thus  placing the          assignees on  notice of probable redemption,  but without backing          the debtor into a  cash-flow corner.  This is  the interpretation          of the third sentence of article 1425 that  we believe the Puerto          Rico  legislature intended  and that  we believe the  Puerto Rico          courts will adopt.                    In an effort  to salvage  their competing  construction          through extra-textual  assistance,  the financiers  dredge up  an          assortment of  other provisions  of  the Puerto  Rico Civil  Code          containing time  restrictions,  which,  they  suggest,  ought  to          inform our interpretation of article 1425.  Although  such extra-          textualism  is not  improper here    the  statute is,  after all,          opaque  on this particular  point    the financiers'  efforts are          unavailing.  For one  thing, we remain unconvinced that  randomly          culled provisions, entirely unrelated to litigated  credits, have          anything  worthwhile to  say  about the  construction of  article                                          37          1425.   Cf.  P.R. Laws  Ann. tit.  31,    18 (1967 &  Supp. 1989)                  ___          ("Laws which refer  to the  same matter, or  whose object is  the          same, shall be interpreted with reference to each other, in order          that  what is  clear in one  may be  employed for  the purpose of          explaining what is doubtful in another.").  For another thing, to          the extent  that other,  unrelated provisions are  relevant, they          seem  to  militate  against, not  in  favor  of, the  financiers'          interpretive  stance.    In   this  regard,  the  district  court          specifically noted that the legislature's use of more restrictive          phrasing in article 1414, P.R. Laws  Ann. tit. 31,   3924  (1991)          (stipulating  that "[t]he  right  of legal  redemption cannot  be          exercised except  within nine (9) days"),  indicates that article          1425's  nine-day  window  should  be construed  in  a  relatively          liberal  manner.  "Had the legislature desired to place a similar          restriction on  the commencement of the right to redeem litigious          credits,  it  would have  used the  limiting language  of Article          1414, rather  than the  more flexible wording  of Article  1425."          Pritzker v. Yari, supra, at *7, slip op. at  16.  In the end, all          ________    ____  _____          roads  lead to  Rome:  the  financiers' interpretation  stalls no          matter which interpretive path one decides to follow.                    Having  rejected  the  first of  the  three alternative          constructions in favor  of the  second, we need  not continue  to          pursue the selection process.  If, on the one hand, the  nine-day          window applies   that  is, if the second construction  prevails            nothing beyond an offer to redeem is exigible  at that point, and          Pritzker's  offer,  made  on  day  seven,  undeniably  meets  the                                          38          statutory standard.  If,  on the other hand, the  nine-day window          does  not serve as a generic limitation  on a debtor's ability to          proceed  under the statute    that is, if  the third construction          prevails     it follows  a  fortiori that  Pritzker's  failure to                                   _  ________          tender the necessary funds within nine days of receiving official          notice is irrelevant, especially  given his subsequent deposit of          funds with the court.                    For  the foregoing  reasons,  we  hold that  Pritzker's          efforts  to  redeem the  financiers'  interests  fall within  the          temporal compass of article 1425.                     D.  The Redemption of the Litigated Credits.                     D.  The Redemption of the Litigated Credits.                         _______________________________________                    Hesiod, reputed  to be  a shepherd and  part-time poet,          wrote  in Works  and Days,  roughly 2700  years ago,  that "right                    _______________          timing is in all things  the most important factor."  But  timing          is not the only  salient factor under article 1425:   the statute          mandates that the debtor "reimburs[e] the  assignee for the price          the  [assignee] paid  for  [the litigated  credit], the  judicial          costs incurred by him, and the interest on the price from the day          on which  the same was  paid."   Thus, article 1425  requires not          only the correct chronology, but also the proper price.                    In most situations, ascertaining the proper price poses          no  particular  problem.    For  instance,  BPC's  and  Lincoln's          litigated credits each involved a  discrete sum that had  already          been transferred to Dopp at the time Pritzker first exercised his          statutory rights.  The add-ons    "judicial costs" and "interest"             are  subject  to  easy,  mathematically  precise  computation.                                          39          Neither  BPC  nor  Lincoln disputes  that,  ultimately,  Pritzker          consigned the statutorily required  amounts to the district court          in respect  to their assignments.   Consequently, the sufficiency          of  Pritzker's  payment to  acquire  the interests  of  these two          financiers is not before us.                    Yari's  agreement is  a horse  of a  slightly different          hue.18   It never involved  a simple one-time  transfer of funds.          Instead, it originally involved two things    a sum of money, and          assistance in  establishing a line of credit    in exchange for a          portion of the litigation proceeds.  Later on, when Yari and Dopp          amended  their  agreement, see  supra  note  2, the  modification                                     ___  _____          confirmed "that  the parties `fully  intend to move  forward with          the  present [July 23] Agreement despite the  fact that a line of          credit may  not be obtainable.'"   Dopp III, 831 F.  Supp. at 954                                             ________          (quoting amendment).  It also suggested that, perhaps, Yari might          become more  personally involved  in funding the  D/P Litigation.          See  id. (describing the  modification as "call[ing]  for Yari to          ___  ___          advance  to  Dopp,  in  an amount  to  be  determined  and to  be          negotiated by the parties in good faith, funds necessary to allow          Dopp's   prosecution   of  the   [D/P   Litigation]  to   proceed          diligently").  Yari thereafter complied with all specific funding          requests made  by Dopp.19  All  in all, Yari invested  a total of                                        ____________________               18Even  so, Yari  does  not raise  any cognizable  questions          concerning the computation of "judicial costs" and "interest."               19Dopp waived the contention,  belatedly raised in his reply          brief, that the question of Yari's compliance vel non should have                                                        ___ ___          been submitted to the jury.  See Sandstrom v. Chemlawn Corp., 904                                       ___ _________    ______________          F.2d  83, 86 (1st Cir. 1990).   More generally, we have no reason                                          40          $500,000, according to the  district court, see Dopp III,  831 F.                                                      ___ ________          Supp. at  954, consisting  of the  following advances:   $250,000          under the  original financing agreement;  $50,000 contemporaneous          with  the   execution  of  the  modification   to  the  financing          agreement;  $100,000  on  November  5,  1992;  $50,000  in  early          December  of the  same year;  and, finally,  $50,000 in  March of          1993.                    We need not delve too deeply into details at this time;          no matter what the fine print, it is perfectly clear  that Yari's          obligations under his agreement with Dopp involved both cash  and          non-cash  components.    Consequently,  gauging  the  utility  of          Pritzker's redemption  efforts prompts us to  examine the meaning          and  scope of article 1425's reference to  "the price . . . paid"          for a litigated credit.                    In certain respects, this is a choice between the devil          and the deep blue sea.  If the statute is  interpreted to include          only the  cash component of a hybrid offer, then it may run afoul          of  the  economic reality  of the  agreement.   If,  however, the          statute extends to the non-cash component, then the twin risks of          quantitative  uncertainty and  undesirable consequences  loom, if          for   no  other  reason  than  that  such  a  rule  might  induce          contracting parties  to structure financing agreements  partly in          kind so as to make redemption more arduous.                                        ____________________          to  disturb the  district  court's finding  that, despite  having          failed to establish  a line  of credit, "Yari  complied with  his          obligations  under the agreements and would  be entitled to those          proceeds  promised  him under  the  terms  of  the Agreement  and          qualified thereafter."  Dopp III, 831 F. Supp. at 956.                                  ________                                          41                    The district court opted for the former interpretation,          specifically  holding  that  "Pritzker  does  not  assume  Yari's          obligations  and is required  to do no more  to redeem the credit          than  to reimburse  the price  actually paid,  plus  interest and          expenses."    Dopp III,  831 F.  Supp. at  956.   To  bulwark its                        ________          position,  the court  noted that  "[t]he courts of  Louisiana, in          applying  the  provision of  the  Louisiana Civil  Code  which is          analogous to Article 1425, have reached the same result."  Id. at                                                                     ___          956 n.23 (citing Louisiana cases).                    Though we do  not go the  whole hog, we  agree up to  a          point.  We hold, as did the  district court, that compliance with          article  1425  did not  entail  Pritzker's  assumption of  Yari's          responsibility  to fund Dopp's suit  against him.   In respect to          damages arising  out of a breach of contract, it is a basic tenet          of contract  law that a  legal remedy (e.g.,  a sum of  money) is                                                 ____          presumptively preferable  to an equitable remedy  (e.g., specific                                                             ____          performance),   so   long  as   the   former   is  adequate   and          ascertainable.   See 3  Farnsworth on  Contracts, supra,    12.4.                           ___    ________________________  _____          Moreover,  we echo  the  district court's  sage observation  that          granting  specific performance would be "flatly inconsistent with          the purposes  of Article 1425."   Dopp III,  831 F. Supp.  at 955                                            ________          n.21.  Endorsing  such a remedy  would force  a debtor either  to          forgo redemption  indefinitely (thus  running the risk  of losing          his rights under  article 1425)  or to fund  the assignor's  case          against him.                    Thus,  when an article 1425 assignee, in exchange for a                                          42          stake  in the  outcome of litigation,  transfers to  the assignor          both cash and  non-cash consideration, the debtor  must tender to          the assignee the cash  equivalent.20  Cf. Riseman, supra,  at 452                                                ___          _____          (suggesting that if  the price  actually paid is  lower than  the          price stipulated in the financing agreement, "the `redeemer' need          pay only the `real' price").                    It  remains for us now to apply these principles to the          case at hand.  On  this record, there is no evidence  that Yari's          promise to  use best efforts to seek  a line of credit sufficient          to fund Dopp's efforts in the D/P Litigation has any demonstrable          monetary value.   See supra note  20.  Given this  void, we agree                            ___ _____          with  the court below that Pritzker should be permitted to redeem          Yari's litigated  credit despite  having tendered only  an amount          corresponding to the funds actually transferred from Yari to Dopp          prior  to the time Pritzker sued to enforce his asserted right of          redemption.21               E.  The Equitable Reduction of Yari's Litigated Credit.               E.  The Equitable Reduction of Yari's Litigated Credit.                   __________________________________________________                    The  district court, having  determined that  all three                                        ____________________               20At the  very least, the cash equivalent must correspond to          the cash component of a hybrid offer.  We take no view of whether          there  may be  circumstances  in which  a  debtor would  have  to          augment the cash component by adding to it the cash equivalent of          a non-cash component that has a demonstrable cash value.  In this          case, Yari introduced no  evidence to show the value of  the non-          cash component; and, moreover, he never contended that Pritzker's          tender must be augmented  in this manner.  Any  possible argument          in this regard is,  therefore, waived.  See, e.g.,  United States                                                  ___  ____   _____________          v. Slade, 980 F.2d 27, 30 & n.3 (1st Cir. 1992).             _____               21Neither Pritzker  nor Yari contests the  trial court's use          of the  date Pritzker filed suit as  the cutoff date for purposes          of  redemption.  We, therefore, accept Judge Pieras' selection of          that date uncritically, expressing no opinion on its propriety.                                          43          financing agreements came within the ambit of article 1425, ruled          that  the  arrangement between  Dopp  and  Yari required  special          treatment because  their pact,  as structured, concerned  a "rare          situation[]" involving "peculiar  facts."  Dopp III, 831 F. Supp.                                                     ________          at 958-59.  The court identified two particular concerns.  First,          it expressed a  sensitivity "to  Dopp's need to  obtain funds  to          maintain his action  against Pritzker,"  id. at  957, bearing  in                                                   ___          mind that "Pritzker is a billionaire who could never be forced to          relent in  his defense,"  id.  at 957  n.25.   Second, the  court                                    ___          reflected  that,  "although Yari  technically  complied  with the          terms of his agreement with Dopp, he did not succeed in providing          what  he originally intended.   As a result,  Dopp never received          what he hoped he had bargained for under the agreement."   Id. at                                                                     ___          957.                    Based on these two  concerns, and mindful that Pritzker          stood to receive  a windfall  on redemption  of Yari's  litigated          credit, the court concluded as a matter of statutory construction                                      _____________________________________          that it "could not have been the intention" of the legislature to          allow full  redemption in such a  situation.22  Id. at  958.  The                                                          ___          court wrote:                    The  Dopp/Yari agreement  is far  outside the                    heartland of agreements  contemplated by  the                    legislature when it enacted Article 1425.  It                    is likely that the lawmakers did not envision                    the   possibility  of   a  case   like  this.                                        ____________________               22At certain points in  his appellate briefs, Dopp intimates          that  the  district  court   in  effect  reformed  the  Dopp/Yari          financing agreement.  We do not read the court's opinion  in that          way;  and, moreover, the record on appeal evinces no basis for an          order tantamount to an order of reformation.                                          44                    Property and assets  have traditionally  been                    mortgageable  to  protect and  preserve their                    value.  In this  case, the lawsuit's worth is                    an  asset which requires expenditures for the                    services of attorneys and experts, as well as                    for  other  general  costs  of  litigation to                    preserve  its value.   To apply  Article 1425                    without allowing for  adjustments to  reflect                    expenditures that have permitted  the lawsuit                    to  survive would  be  to  deplete and  maybe                    extinguish  altogether  the   value  of   the                    lawsuit . . . .          Id.   To ameliorate this  perceived inequity,  the court  limited          ___          Pritzker's redemptive right  to one-half the credit held by Yari.          See id.          ___ ___                    Pritzker  contends   that  the  lower   court's  ruling          collides  with  the  plain  language and  undeniable  purpose  of          article 1425.   This  contention raises a  question of  statutory          interpretation  that sparks de novo review.  See Gifford, 17 F.3d                                      __ ____          ___ _______          at 472; Liberty Mut., 978 F.2d at 757.23                  ____________                    Exercising plenary review, we agree with Pritzker that,          as a matter of law, the district court's ruling cannot stand.  As          with Yari's efforts to  read certain unenumerated exceptions into          the  statute,  see  supra   Part  III(B),  the  district  court's                         ___  _____          limitation on  Pritzker's redemptive rights finds  no purchase in                                        ____________________               23Of course,  a district court's equity  power is relatively          broad and  is typically  subject to deferential  review when  the          exercise of that  power is  genuinely a function  of the  court's          discretion.  See 1 Steven A. Childress & Martha S. Davis, Federal                       ___                                          _______          Standards of  Review   4.16,  at 4-125  to 4-126 (2d  ed. 1986  &          ____________________          Supp.  1993).   Nevertheless, such deference  does not  extend to          whatever errors of law  may underlie a district court's  remedial          or equitable  determinations.  See id.  at 4-127 & n.4;  see also                                         ___ ___                   ___ ____          Narragansett  Indian Tribe v. Guilbert,  934 F.2d 4,  5 (1st Cir.          __________________________    ________          1991) (exempting  mistakes of  law from usual  deferential review          accompanying  district  court's  grant  or  denial  of injunctive          relief).                                          45          the text of article  1425.  The  very existence of the  litigated          credit statute  evinces the  legislature's likely  knowledge that          windfalls can  result when  litigants barter future  interests in          litigation  proceeds.   It  is  thus telling  that  the statute's          language  neither  suggests  nor  permits   variable  application          depending upon the extent of a particular windfall, the size of a          particular  recovery, or  the  relative  financial  condition  of          particular litigants.   This  can only signify  that, as  between          debtors  and  assignees,  the  legislature  determined  that  the          former,  rather  than  the  latter, more  properly  deserved  the          benefit of any trouvaille.                    To be sure, it is always possible that  legislators, in          drafting a statute, may  not have considered the entire  gamut of          possibilities  that   might  come  within  the  statute's  sweep.          Nevertheless, "[w]hen a law is clear and free from all ambiguity,          the  letter of  the  same shall  not  be disregarded,  under  the          pretext of fulfilling the  spirit thereof."  P.R. Laws  Ann. tit.          31,   14 (1967 &  Supp. 1989).  In other words, courts, in Puerto          Rico  as  elsewhere,  are  simply  not  free  to  disregard   the          unambiguous language  of a law because the  facts of a given case          to  which the  law applies  evoke a  sympathetic reaction.   See,                                                                       ___          e.g., Mansell v. Mansell, 490 U.S. 581, 594 (1989) (declining "to          ____  _______    _______          misread [a] statute in  order to reach a sympathetic  result when          such  a reading requires us to do  violence to the plain language          of  the statute");  cf. East India  Co. v.  Paul, 7  Moo. 85, 111                              ___ _______________     ____          (P.C. 1849) (admonishing that "courts of justice [must] take care                                          46          . . . that hard cases do not make bad law").                    Nor  can  the  court's  decision  be  justified  simply          because the district judge rendered it under the rubric of equity          and  in "[t]he interests of justice."   Dopp III, 831 F. Supp. at                                                  ________          958.  While it is  true that equity occupies an honored  place in          the jurisprudence of Puerto  Rico, judges may assume the  role of          chancellors only in the  absence of a governing rule  of positive          law.   See  P.R. Laws  Ann. tit.  31,    7  (1967  & Supp.  1989)                 ___          (ordaining that  "[w]hen there  is no  statute applicable  to the          case  at  issue,  the  court  shall  decide  in  accordance  with          equity").   Here, there is  an apposite statute,  and, therefore,          the district  court's use of  equitable principles to  trump that          statute is legally indefensible.                    We  need  go  no  further.24   Because  the  rights and          obligations of  Pritzker and Yari, inter sese, must be determined                                             _____ ____          in accordance with the  provisions of article 1425, unembellished          by  freeform  concepts  of  equity,  the  halving  of  Pritzker's          redemptive rights must be reversed.          IV.  CONCLUSION          IV.  CONCLUSION                    We  succinctly summarize  our conclusions.   First, the          district court  appropriately exercised in  personam jurisdiction                                                  __  ________          over  BPC.   Second,  the court  correctly  ruled that  the three                                        ____________________               24Because  Pritzker  is  entitled  to redeem  Yari's  entire          interest in  the proceeds  of the  D/P Litigation  (whatever that          interest may be), there is  no need to inquire into the  district          court's disposition of Yari's  cross-claim against Dopp seeking a          declaration,  inter alia,  that Yari  is  entitled to  "[all] the                        _____ ____          rights created in his favor under the [financing] Agreement."                                          47          financing   agreements  involved  litigated  credits  within  the          meaning  of  article  1425.    Third,  we  hold  that  Pritzker's          redemption efforts were both timeous and methodologically proper.          Fourth, we hold that  the district court lacked the  authority to          limit Pritzker's redemptive right to one-half of Yari's litigated          credit.                    The district court's judgment  in respect to Pritzker's                    _______________________________________________________          civil action  is affirmed  in  part and  reversed in  part.   The          __________________________________________________________    ___          district  court   is  directed  to  enter   an  amended  judgment          _________________________________________________________________          accordingly,  when and as appropriate.   Costs shall  be taxed in          _____________________________________    ________________________          favor of Pritzker.          _________________                                          48
