W. M. Heroman & Co. v. Saia Elec., Inc. - 346 So. 2d 827 (La. Ct. App. 1977)

Rule:

Although La. Civ. Code Ann. art. 1800 might imply Louisiana followed the general common law rule that an offer may be revoked at any time prior to acceptance, La. Civ. Code Ann. art. 1809 shows otherwise. Art. 1809, after stating generally that an offer may be revoked before its acceptance, provides an exception if the offeror has not first allowed "such reasonable time as from the terms of his offer he has given, or from the circumstances of the case he may supposed to have intended to give to the party to communicate his determination." In contrast to La. Civ. Code Ann. art. 1802, La. Civ. Code Ann. art. 1809 is intended to govern situations in which attempted revocation precedes acceptance. Its clear affect is to create a period during which the offeror may not revoke his offer, when such a period is either expressly provided in the terms of the offer or implied by the circumstances. Furthermore, art. 1809 by its terms requires no consideration to render effective such a provision for irrevocability. Art. 1809 is harmonious with the civilian concept that a party has legal capacity to bind himself by his will alone.

Facts:

Plaintiff general contractor had negotiated a bid price for the electrical work with the defendant subcontractor, which it declined to honor at the agreed price after the project was let by the owner, causing the contractor to secure another electrical subcontractor to do the work at an increased cost. Plaintiff sued defendant for damages. The district court ruled in favor of the defendant. The defendant appealed, arguing that it never gave a final bid or binding bid. 

Issue:

Under the circumstances, could the defendant be held liable to the plaintiff for its failure to perform the work as committed? 

Answer:

Yes.

Conclusion:

The court held that La. Civ. Code Ann. art. 1809 governed, and that the subcontractor's offer was irrevocable until the bid by the general contractor to the owner had been declined or the project had been abandoned, provided an unreasonable time had not elapsed. The court determined that that the three months that did elapse before the contract was let was not an unreasonable time, and that the subcontractor was bound by its offer. The court held that the contractor's actions were sufficient to minimize its damages, particularly in view of the advanced stage of the project and the necessity to get the electrical work under way. All of the assignments of error made by the contractor related to the factual conclusions of the trial court. The court found that the facts as found by the trial judge were amply supported by the record, that the legal conclusions drawn therefrom were correct.