Breaux Bros. Constr. Co. v. Associated Contractors, Inc. - 226 La. 720, 77 So. 2d 17 (1954)

Rule:

Where the negotiations contemplate and provide that there shall be a contract in writing, neither party is bound until the writing is perfected and signed.

Facts:

The contractor had discussions with the subcontractor concerning the possibility that the subcontractor would subcontract for certain work if the contractor were to win a contract to construct a drainage canal. The first of two meetings between representatives of the parties did not result in any agreement on price. Although price was discussed at the second meeting, and the subcontractor's representative thought that his company had reached a binding oral agreement with the contractor, the contractor's representatives did not believe that agreement on price had been reached. The subcontractor appealed from a judgment of the trial court which rejected its demands in a suit against the contractor for damages for breach of an oral contract to remove dirt from some drainage canals.

Issue:

Was there a valid contract entered into by the contractor and the subcontractor?

Answer:

No.

Conclusion:

The court held that the subcontractor failed to prove with reasonable certainty that there was agreement on price. In any event the subcontractor's representative admitted that it was always understood that any agreement would be incorporated in a written contract to be signed by all parties and secured by a performance bond. Since it was agreed that the contract would be reduced to writing, and no writing was ever completed and signed, no contract came into existence between the parties. The court affirmed the trial court judgment rejecting the subcontractor's suit for breach of contract.