Law School Case Brief
Benglis Sash & Door Co. v. Leonards - 387 So. 2d 1171 (La. 1980)
La. Civ. Code Ann. art. 2439 defines the contract of sale and states the circumstances that must concur for the perfection of the contract. The contract of sale is perfected when one party consents to give a certain thing for a price in money and the other consents to give the price in order to have that thing. Although there must be consent to give and to accept a price, it is not essential that the specific sum of the sales price be stated at the time of contracting. The parties can agree that the price may be ascertained by computation or that the price may be fixed by arbitration. Or the parties can consent to buy and to sell a certain thing for a reasonable price, and when they do, the contract of sale has been perfected. The essential thing is that there be a meeting of the minds as opposed to a disagreement as to price.
Benglis Sash & Door Co. (seller) instituted suit to collect the reasonable retail value of windows ordered by the buyer's architect. The architect ordered the windows with authority when the buyer was out of town. The seller estimated that delivery in about eight to 10 weeks. The price of the windows was not discussed, and the seller did not require the usual deposit for a special order because of the previous dealings between the parties. The buyer claimed he wrote to the seller cancelling the order when he returned home. The seller claimed that it did not receive the letter. After trial on the merits, the trial court found that delivery was timely and rendered judgment awarding the seller the invoice price of the windows and interest, but denying attorney's fees and other items of damages. The court of appeal reversed and dismissed the suit, holding that there was never an enforceable contract because the parties had never agreed upon a price.
Did the parties enter into an enforceable contract?
The court held that the parties consented to buy and to sell the windows at a reasonable price. The court noted that the parties had a history of dealings in which the buyer ordered materials and paid the price stated on the delivery invoice.
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