Lillis v. Owens

Louisiana Court of Appeal
21 So.2d 185, 1945 La. App. LEXIS 314 (1945)

ELI5:

Sections

Rule of Law:

A contract involving reciprocal obligations is valid and enforceable if the essential elements—such as the specific work to be performed and a fixed price—are agreed upon, even if accidental stipulations regarding the specific method of payment are left undefined or blank.

Facts:

On November 18, 1941, the Plaintiff (operating as Brandin Slate Company) and the Defendant (Mary Owens) entered into a written contract.
The contract stipulated that the Plaintiff would perform specific alterations and improvements to the Defendant's property on London Avenue for a fixed price of $1,890.
The written agreement stated the price was 'to be paid in monthly installments' but left the specific amount of these installments and the number of payments blank.
The contract included a provision granting the Plaintiff permission to arrange financing for the Defendant.
Plaintiff alleges that he fully performed all work required under the contract and was ready to deliver the improvements to the Defendant.
Plaintiff made a demand upon the Defendant for the full contract price of $1,890.
The Defendant failed to pay the price, leading to the dispute.

Procedural Posture:

Plaintiff instituted suit in the Civil District Court to recover the contract price of $1,890.
Defendant filed an exception of no right or cause of action, which the trial court overruled.
Defendant answered the petition, alleging fraud and denying the allegations.
At the commencement of the trial, Defendant objected to the introduction of any evidence, arguing the contract was void because the payment terms were left blank.
The trial court sustained the objection, excluded all evidence, and dismissed the plaintiff's case as a non-suit.
Both Plaintiff and Defendant appealed the judgment to the Court of Appeal.

Premium Content

Subscribe to Lexplug to view the complete brief

You're viewing a preview with Rule of Law, Facts, and Procedural Posture

Issue:

Is a written construction contract unenforceable for lack of mutual consent when the parties agree upon the work to be done and the total price, but fail to specify the exact amount of monthly installment payments in the document?

Opinions:

Majority - Judge McCaleb

Yes, the contract remains binding and enforceable because the omission of specific installment amounts relates only to an 'accidental stipulation' rather than the essence of the agreement. The Court reasoned that under Civil Code Article 1764, the essential elements of a construction contract are the work to be done and the price to be paid; the mode of payment (installments) is merely accidental and depends solely on the will of the parties. Since the installment provision was inserted for the Defendant's benefit, she could waive it. By permitting the contractor to fully perform the work without protest, the Defendant effectively waived her right to rescind the contract based on the ambiguity of the payment terms. Consequently, she cannot accept the benefit of the work and simultaneously claim no contract exists.

Analysis:

This decision reinforces the principle of 'substance over form' in contract law, particularly regarding building and construction agreements. It establishes that while ambiguity in payment terms might initially be grounds for rescission while a contract is executory (unperformed), a party cannot use such ambiguity to evade liability after the other party has fully performed. The court utilizes the doctrine of waiver to prevent unjust enrichment, ensuring that property owners cannot invalidate a contract on technical grounds after receiving the benefit of the contractor's labor and materials. This case serves as a precedent for distinguishing between 'essential' contract terms (price, subject matter) and 'accidental' terms (method of payment).

Gunnerbot

AI-powered case assistant

Loaded: Lillis v. Owens (1945)

Try: "What was the holding?" or "Explain the dissent"