Benglis Sash & Door Co. v. Leonards
387 So. 2d 1171 (1980)
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Rule of Law:
A contract for sale can be perfected without an explicitly stated price, provided that the parties' consent to buy and sell the item for a reasonable price can be implied from the circumstances and their prior course of dealing.
Facts:
- A. P. Leonards employed an architect for a building renovation project.
- Benglis Sash & Door Co. had previously supplied materials to Leonards for other jobs, establishing a course of dealing.
- While Leonards was out of the country, his wife and architect selected specific, non-stock bay windows for the project.
- Leonards' architect, acting with admitted authority, contacted Benglis and placed a special order for the custom windows.
- The price of the windows was not discussed or agreed upon when the architect placed the order.
- Benglis ordered the windows from the manufacturer on July 22, 1977.
- Upon the windows' arrival on October 6, 1977, Leonards refused to accept delivery or pay for them.
Procedural Posture:
- Benglis Sash & Door Co. filed suit against A. P. Leonards in trial court to collect the value of the windows.
- The trial court found in favor of Benglis and rendered judgment for the invoice price.
- Leonards, as appellant, appealed to the court of appeal.
- The court of appeal reversed the trial court's judgment, holding that no enforceable contract was formed due to the lack of an agreed price.
- Benglis, as applicant, successfully sought a writ of certiorari from the Supreme Court of Louisiana.
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Issue:
Does a valid and enforceable contract of sale exist under Louisiana law when the parties agree on the specific item to be sold but do not state a specific price at the time of contracting?
Opinions:
Majority - Justice Lemmon
Yes. A contract of sale is perfected when the parties consent to a thing and a price, but it is not essential that the specific price be stated at the time of contracting. Consent to a reasonable price can be implied from the circumstances. Here, the prior course of dealing between Benglis and Leonards, where materials were ordered and subsequently paid for at the invoice price, combined with the fact that this was a special order for a specific item, created a reasonable inference that the parties intended to transact at a reasonable price. Because the parties' minds met on the price (by impliedly agreeing it would be reasonable), a valid contract of sale was formed when the order was placed.
Dissenting - Justice Marcus
No. An enforceable contract of sale does not exist because the parties never agreed upon a price as required by the Louisiana Civil Code. The code explicitly requires the thing, the price, and the consent for a sale to be perfected. Unlike the Uniform Commercial Code, which Louisiana has not adopted on this point, the Civil Code does not permit a court to supply a 'reasonable price' when one is not settled by the parties. Without an agreement on the essential element of price, no contract was ever formed.
Concurring - Justice Dennis
An enforceable contract existed, but it was not a contract of sale. While the lack of a certain price prevents the formation of a contract of sale under the Civil Code, the agreement can be construed as an enforceable innominate (unnamed) contract. Therefore, Leonards is still obligated to pay, but the legal classification of the agreement should be something other than a 'sale'.
Analysis:
This decision clarifies that the 'price' element required for a contract of sale under the Louisiana Civil Code does not demand a specific figure be fixed at the time of formation. It allows courts to infer an agreement to a 'reasonable price' based on the parties' conduct and relationship, bringing Louisiana's civil law approach closer to the practical realities of modern commerce reflected in the UCC. The case demonstrates a flexible interpretation of the Civil Code, but the dissent highlights the ongoing tension between this judicial flexibility and the code's literal text, especially concerning Louisiana's explicit choice not to adopt the UCC's open price term provision.
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