Louisiana Notary

A Civil Law Tradition

Civil Law Basics

Sale – Delivery of movables

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Sale – Delivery of movables

Art. 2603. Obligation to deliver conforming things. The seller must deliver to the buyer things that conform to the contract. Things do not conform to the contract when they are different from those selected by the buyer or are of a kind, quality, or quantity different from the one agreed.

Art. 2604. Buyer’s right of inspection. The buyer has a right to have a reasonable opportunity to inspect the things, even after delivery, for the purpose of ascertaining whether they conform to the contract.

Art. 2605. Rejection of nonconforming things by the buyer. A buyer may reject nonconforming things within a reasonable rime. The buyer must give reasonable notice to the seller to make the rejection effective. A buyer’s failure to make an effective rejection within a reasonable time shall be regarded as an acceptance of the things.

Art. 2606. Buyer’s acceptance of nonconforming things. A buyer who, with knowledge, accepts nonconforming things may no longer reject those things on grounds of that nonconformity, unless the acceptance was made in the reasonable belief that the nonconformity would be cured.

Art. 2607. Buyer may accept part of things delivered. Out of a quantity of things delivered by the seller, the buyer may accept those things that conform to the contract and form a commercial unit and may reject those that do not conform. The buyer must pay at the contract rate for any things that are accepted.

Art. 2610. Cure of nonconformity. Upon rejection of nonconforming things by the buyer, the seller may cure the nonconformity when the time for performance has not yet expired or when the seller had a reasonable belief that the nonconforming things would be acceptable to the buyer. In such a case the seller must give reasonable notice of his intention to cure to the buyer.

Sale – Delivery of immovables

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Sale – Delivery of immovables

Art. 2491. Immovables, extent of delivery. The seller must deliver to the buyer the full extent of the immovable sold. That obligation may be modified in accordance with the provisions of the following Articles.

Art. 2492. Sale of immovables at a price per measure. If the sale of an immovable has been made with indication of the extent of the premises at the rate of so much per measure, but the seller is unable to deliver the full extent specified in the contract, the price must be proportionately reduced. If the extent delivered by the seller is greater than that specified in the contract, the buyer must pay to the seller a proportionate supplement of the price. The buyer may recede from the sale when the actual extent of the immovable sold exceeds by more than one twentieth the extent specified in the contract.

Art. 2494. Sale of immovable for lump price. When the sale of an immovable has been made with indication of the extent of the premises, but for a lump price, the expression of the measure does not give the seller the right to a proportionate increase of the price, nor does it give the buyer the right to a proportionate diminution of the price, unless there is a surplus, or a shortage, of more than one twentieth of the extent specified in the act of sale. When the surplus is such as to give the seller the right to an increase of the price the buyer has the option either to pay that increase or to recede from the contract.

Art. 2495. Sale of a certain and limited body or of a distinct object for a lump price. When an immovable described as a certain and limited body or a distinct object is sold for a lump price, an expression of the extent of the immovable in the act of sale does not give the parties any right to an increase or diminution of the price in case of surplus or shortage in the actual extension of the immovable.

Art. 2497. Restitution of price and expenses in case of rescission. When the buyer has the right to recede from the contract the seller must return the price, if he has already received it, and also reimburse the buyer for the expenses of the sale.

Art. 2498. Prescription of actions for supplement or diminution of price or for dissolution. The seller’s action for an increase of the price and the buyer’s actions for diminution of the price or dissolution of the sale for shortage or excessive surplus in the extent of the immovable sold prescribe one year from the day of the sale.

Sale – Seller’s warranty

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Sale – Seller’s warranty

Art. 2475 imposes four specific obligations on the seller in a contract of sale:

1) He is bound to deliver the thing sold.

2) He is bound to warrant ownership and peaceful possession.

3) He is bound to warrant the absence of hidden defects.

4) He is bound to warrant that the thing sold is fit for its intended use.

Sale – Transfer of risk

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Sale – Transfer of risk

Art. 2467. Transfer of risk. The risk of loss of the thing sold owing to a fortuitous event is transferred from the seller to the buyer at the time of delivery. That risk is so transferred even when the seller has delivered a nonconforming thing, unless the buyer acts in the manner required to dissolve the contract.

Sale – Delivery

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Sale – Delivery

Art. 2477. Methods of making delivery. Delivery of an immovable is deemed to take place upon execution of the writing that transfers its ownership. Delivery of a movable takes place by handing it over to the buyer. If the parties so intend delivery may take place in another manner, such as by the seller’s handing over to the buyer the key to the place where the thing is stored, or by negotiating to him a document of title to the thing, or even by the mere consent of the parties if the thing sold cannot be transported at the time of the sale or if the buyer already has the thing at that time.

Art. 2481. Incorporeals, method of making delivery. Delivery of incorporeal movable things incorporated into an instrument, such as stocks and bonds, takes place by negotiating such instrument to the buyer. Delivery of other incorporeal movables, such as credit rights, takes place upon the transfer.of those movables.

Art. 2483. Costs of delivery and of removal. The cost of making delivery is borne by the seller and that of taking delivery by the buyer, in the absence of agreement to the contrary.

Art. 2555. Liability of the buyer who fails to take delivery. A buyer who fails to take delivery of the thing after a tender of such delivery, or who fails to pay the price, is liable for expenses incurred by the seller in preservation of the thing and for other damages sustained by the seller.

Art. 2484. Place of delivery. Delivery must be made at the place agreed upon by the parties or intended by them. In the absence of such agreement or intent, delivery must be made at the place where the thing is located at the time of the sale.

Art. 2485. Buyer’s rights upon default, damages. When the seller fails to deliver or to make timely delivery of the thing sold, the buyer may demand specific performance of the obligation of the seller to deliver, or may seek dissolution of the sale. In either case, and also when the seller has made a late delivery, the buyer may seek damages.

Art. 2487. Delivery excused until payment of price and for insolvency. The seller may refuse to deliver the thing sold until the buyer tenders payment of the price, unless the seller has granted the buyer a term for such payment.

Art. 2489. Condition of thing at time of delivery. The seller must deliver the thing sold in the condition that, at the time of the sale, the parties expected, or should have expected, the thing to be in at the time of delivery; according to its nature. “When the buyer has not seen the thing, as when goods are purchased at a distance, in the absence of a contrary agreement it is presumed that the thing is of merchantable quality.

Sale – Price

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Sale – Price

Art. 2464. Price, essential elements. The price must be fixed by the parties in a sum either certain or determinable through a method agreed by them. There is no sale unless the parties intended that a price be paid. The price must not be out of all proportion with the value of the thing sold. Thus, the sale of a plantation for a dollar is not a sale, though it may be a donation in disguise.

Art. 2465. Price left to determination by third person. The price may be left to the determination of a third person. If the parties fail to agree on or to appoint such a person, or if the one appointed is unable or unwilling to make a determination, the price may be determined by the court.

Art. 2466. No price fixed by the parties. When the thing sold is a movable of the kind that the seller habitually sells and the parties said nothing about the price, or left it to be agreed later and they fail to agree, the price is a reasonable price at the time and place of delivery. If there is an exchange or market for such things, the quotations or price lists of the place of delivery or, in their absence, those of the nearest market, are a basis for the determination of a reasonable price. Nevertheless, if the parties intend not to be bound unless a price be agreed on, there is no contract without such an agreement.