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La. Civ. Code Ann. art. 2439 defines a contract of sale and lists three requirements for its perfection. Those requirements are the thing, the price, and the consent of the parties. La. Civ. Code Ann. art. 2456 requires a meeting of the minds on the thing, and the price, to perfect a contract of sale and transfer ownership. La. Civ. Code Ann. art. 2438 provides that the contract of sale is governed by the rules of general obligation and contract law where no special provision is made. La. Civ. Code Ann. art. 1927 provides that a contract is formed by the consent of the parties established through offer and acceptance. Under Louisiana law, formation of a valid and enforceable contract requires capacity, consent, a certain object, and a lawful cause. The court must find there was a meeting of the minds of the parties to constitute the requirement of consent.
Plaintiffs, Thomas and Elaine Marcantel (the Marcantels) selected cabinets from defendant, Jefferson Door Company, Inc. The Marcantels thought they were ordering cabinets constructed of all wood. However, when the cabinets were delivered, the Marcantels discovered that the interior of the cabinets were constructed of laminated particle board. Conversations between Mr. Marcantel and representatives of Jefferson Door failed to resolve the dispute and the present suit for breach of contract was filed. At the conclusion of the trial, the court rendered judgment in favor of plaintiffs, finding that no contract of sale was perfected as there was no meeting of the minds as to the “thing” represented by the contract. The district court ordered the defendant to refund the plaintiffs’ deposit. On appeal, the defendant asserted that the trial court erred in making certain factual findings and, consequently, incorrectly found that a contract of sale did not exist.
Was a contract of sale perfected between the plaintiffs and the defendant?
The appellate court found that there was no written contract. The invoice referred to an attached itemization which gave the quantity and description of the cabinets ordered, but there was nothing to indicate the type of construction. It was undisputed that the plaintiffs went to the defendant and requested kitchen cabinets constructed of all wood. The trial court was not manifestly erroneous or clearly wrong in accepting the plaintiffs’ testimony that they thought they were ordering all wood cabinets, and therefore, finding there was no meeting of the minds of the parties. The trial court did err in failing to order the homeowners to return the cabinets. Because there was no contract perfected, ownership of the cabinets did not transfer to the plaintiffs, pursuant to La. Civ. Code Ann. art. 2456.