book_3_2_1 – Louisiana Civil Code

Civil Code

Book III. Of the Different Modes of Acquiring the Ownership of Things

Title VII. Sale

Chapter 1. Of the Nature and Form of the Contract of Sale

Art. 2438. Rules of other titles

In all matters for which no special provision is made in this title, the contract of sale is governed by the rules of the titles on Obligations in General and Conventional Obligations or Contracts.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2439. Definition

Sale is a contract whereby a person transfers ownership of a thing to another for a price in money.

The thing, the price, and the consent of the parties are requirements for the perfection of a sale.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2440. Sale of immovable, method of making

A sale or promise of sale of an immovable must be made by authentic act or by act under private signature, except as provided in Article 1839.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2442. Recordation of sale of immovable to affect third parties

The parties to an act of sale or promise of sale of immovable property are bound from the time the act is made, but such an act is not effective against third parties until it is filed for registry according to the laws of registry.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995; Acts 2005, No. 169, §2, eff. July 1, 2006; Acts 2005, 1st Ex. Sess., No. 13, §1, eff. Nov. 29, 2005.

Art. 2443. Purchase of a thing already owned

A person cannot purchase a thing he already owns.  Nevertheless, the owner of a thing may purchase the rights of a person who has, or may have, an adverse claim to the thing.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 2. Of Persons Capable of Buying and Selling

Art. 2447. Sale of litigious rights, prohibitions

Officers of a court, such as judges, attorneys, clerks, and law enforcement agents, cannot purchase litigious rights under contestation in the jurisdiction of that court.  The purchase of a litigious right by such an officer is null and makes the purchaser liable for all costs, interest, and damages.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 3. Of Things Which May Be Sold

Art. 2448. Things that may be sold

All things corporeal or incorporeal, susceptible of ownership, may be the object of a contract of sale, unless the sale of a particular thing is prohibited by law.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2450. Sale of future things

A future thing may be the object of a contract of sale.  In such a case the coming into existence of the thing is a condition that suspends the effects of the sale.  A party who, through his fault, prevents the coming into existence of the thing is liable for damages.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

 

Art. 2451. Sale of a hope

A hope may be the object of a contract of sale.  Thus, a fisherman may sell a haul of his net before he throws it.  In that case the buyer is entitled to whatever is caught in the net, according to the parties' expectations, and even if nothing is caught the sale is valid.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2452. Sale of the thing of another

The sale of a thing belonging to another does not convey ownership.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2453. Sale of a thing pending litigation of ownership

When the ownership of a thing is the subject of litigation, the sale of that thing during the pendency of the suit does not affect the claimant's rights.  Where the thing is immovable, the rights of third persons are governed by the laws of registry.

Amended by Acts 1878, No. 3; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 4. How the Contract of Sale is to Be Perfected

Art. 2456. Transfer of ownership

Ownership is transferred between the parties as soon as there is agreement on the thing and the price is fixed, even though the thing sold is not yet delivered nor the price paid.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2457. Transfer of ownership;  things not individualized

When the object of a sale is a thing that must be individualized from a mass of things of the same kind, ownership is transferred when the thing is thus individualized according to the intention of the parties.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2458. Sale by weight, tale or measure;  lump sales

When things are sold by weight, tale, or measure, ownership is transferred between the parties when the seller, with the buyer's consent, weighs, counts or measures the things.

When things, such as goods or produce, are sold in a lump, ownership is transferred between the parties upon their consent, even though the things are not yet weighed, counted, or measured.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2460. Sale on view or trial

When the buyer has reserved the view or trial of the thing, ownership is not transferred from the seller to the buyer until the latter gives his approval of the thing.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2461. Inclusion of accessories

The sale of a thing includes all accessories intended for its use in accordance with the law of property.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2463. Expenses

The expenses of the act and other expenses incidental to the sale must be borne by the buyer.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 5. Of the Price of the Contract of Sale

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 6. At Whose Risk the Thing is, After the Sale is Completed

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 7. Of the Obligations of the Seller

Art. 2474. Construction of ambiguities respecting obligations of seller

The seller must clearly express the extent of his obligations arising from the contract, and any obscurity or ambiguity in that expression must be interpreted against the seller.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2475. Seller's obligations of delivery and warranty

The seller is bound to deliver the thing sold and to warrant to the buyer ownership and peaceful possession of, and the absence of hidden defects in, that thing.  The seller also warrants that the thing sold is fit for its intended use.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2480. Retention of possession by seller, presumption of simulation

When the thing sold remains in the corporeal possession of the seller the sale is presumed to be a simulation, and, where the interest of heirs and creditors of the seller is concerned, the parties must show that their contract is not a simulation.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2482. Things not in possession of seller

When at the time of the sale the seller is not in possession of the thing sold he must obtain possession at his cost and deliver the thing to the buyer.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

 

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Amended by Acts 1871, No. 87; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 8. Eviction

Art. 2500. Eviction, definition, scope of warranty

The seller warrants the buyer against eviction, which is the buyer's loss of, or danger of losing, the whole or part of the thing sold because of a third person's right that existed at the time of the sale.  The warranty also covers encumbrances on the thing that were not declared at the time of the sale, with the exception of apparent servitudes and natural and legal nonapparent servitudes, which need not be declared.

If the right of the third person is perfected only after the sale through the negligence of the buyer, though it arises from facts that took place before, the buyer has no claim in warranty.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2502. Transfer of rights to a thing

A person may transfer to another whatever rights to a thing he may then have, without warranting the existence of any such rights.  In such a case the transferor does not owe restitution of the price to the transferee in case of eviction, nor may that transfer be rescinded for lesion.

Such a transfer does not give rise to a presumption of bad faith on the part of the transferee and is a just title for the purposes of acquisitive prescription.

If the transferor acquires ownership of the thing after having transferred his rights to it, the after-acquired title of the transferor does not inure to the benefit of the transferee.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2503. Modification or exclusion of warranty, seller's liability for personal acts, restitution of price in case of eviction

The warranty against eviction is implied in every sale.  Nevertheless, the parties may agree to increase or to limit the warranty.  They may also agree to an exclusion of the warranty, but even in that case the seller must return the price to the buyer if eviction occurs, unless it is clear that the buyer was aware of the danger of eviction, or the buyer has declared that he was buying at his peril and risk, or the seller's obligation of returning the price has been expressly excluded.

In all those cases the seller is liable for an eviction that is occasioned by his own act, and any agreement to the contrary is null.

The buyer is subrogated to the rights in warranty of the seller against other persons, even when the warranty is excluded.

Amended by Acts 1924, No. 116; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2506. Rights of buyer against seller in case of eviction

A buyer who avails himself of the warranty against eviction may recover from the seller the price he paid, the value of any fruits he had to return to the third person who evicted him, and also other damages sustained because of the eviction with the exception of any increase in value of the thing lost.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2507. Restitution of full price despite deterioration, deduction of damage when benefit to buyer

A seller liable for eviction must return the full price to the buyer even if, at the time of the eviction, the value of the thing has been diminished due to any cause including the buyer's neglect.

Nevertheless, if the buyer has benefited from a diminution in value caused by his own act, the amount of his benefit must be deducted from the total owed to him by the seller because of the eviction.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2509. Reimbursement to buyer for useful improvements, liability of seller in bad faith

A seller liable for eviction must reimburse the buyer for the cost of useful improvements to the thing made by the buyer.  If the seller knew at the time of the sale that the thing belonged to a third person, he must reimburse the buyer for the cost of all improvements.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2511. Partial eviction, rights of buyer

When the buyer is evicted from only a part of the thing sold, he may obtain rescission of the sale if he would not have bought the thing without that part. If the sale is not rescinded, the buyer is entitled to a diminution of the price in the proportion that the value of the part lost bears to the value of the whole at the time of the sale.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2512. Warranty against eviction from proceeds

The warranty against eviction extends also to those things that proceed from the thing sold.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2513. Scope of warranty in sale of succession rights

In a sale of a right of succession, the warranty against eviction extends only to the right to succeed the decedent, which entitles the buyer to those things that are, in fact, a part of the estate, but it does not extend to any particular thing.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2517. Call in warranty, failure of buyer to call seller in warranty, suit to quiet possession

A buyer threatened with eviction must give timely notice of the threat to the seller.  If a suit for eviction has been brought against the buyer, his calling in the seller to defend that suit amounts to such notice.

A buyer who elects to bring suit against a third person who disturbs his peaceful possession of the thing sold must give timely notice of that suit to the seller.

In either case, a buyer who fails to give such notice, or who fails to give it in time for the seller to defend himself, forfeits the warranty against eviction if the seller can show that, had he been notified in time, he would have been able to prove that the third person who sued the buyer had no right.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 9. Redhibition

Art. 2520. Warranty against redhibitory defects

The seller warrants the buyer against redhibitory defects, or vices, in the thing sold.

A defect is redhibitory when it renders the thing useless, or its use so inconvenient that it must be presumed that a buyer would not have bought the thing had he known of the defect.  The existence of such a defect gives a buyer the right to obtain rescission of the sale.

A defect is redhibitory also when, without rendering the thing totally useless, it diminishes its usefulness or its value so that it must be presumed that a buyer would still have bought it but for a lesser price.  The existence of such a defect limits the right of a buyer to a reduction of the price.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2521. Defects that are made known to the buyer or that are apparent

The seller owes no warranty for defects in the thing that were known to the buyer at the time of the sale, or for defects that should have been discovered by a reasonably prudent buyer of such things.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2522. Notice of existence of defect

The buyer must give the seller notice of the existence of a redhibitory defect in the thing sold.  That notice must be sufficiently timely as to allow the seller the opportunity to make the required repairs.  A buyer who fails to give that notice suffers diminution of the warranty to the extent the seller can show that the defect could have been repaired or that the repairs would have been less burdensome, had he received timely notice.

Such notice is not required when the seller has actual knowledge of the existence of a redhibitory defect in the thing sold.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2524. Thing fit for ordinary use

The thing sold must be reasonably fit for its ordinary use.

When the seller has reason to know the particular use the buyer intends for the thing, or the buyer's particular purpose for buying the thing, and that the buyer is relying on the seller's skill or judgment in selecting it, the thing sold must be fit for the buyer's intended use or for his particular purpose.

If the thing is not so fit, the buyer's rights are governed by the general rules of conventional obligations.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2529. Thing not of the kind specified in the contract

When the thing the seller has delivered, though in itself free from redhibitory defects, is not of the kind or quality specified in the contract or represented by the seller, the rights of the buyer are governed by other rules of sale and conventional obligations.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2530. Defect must exist before delivery

The warranty against redhibitory defects covers only defects that exist at the time of delivery.  The defect shall be presumed to have existed at the time of delivery if it appears within three days from that time.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2531. Liability of seller who knew not of the defect

A seller who did not know that the thing he sold had a defect is only bound to repair, remedy, or correct the defect.  If he is unable or fails so to do, he is then bound to return the price to the buyer with interest from the time it was paid, and to reimburse him for the reasonable expenses occasioned by the sale, as well as those incurred for the preservation of the thing, less the credit to which the seller is entitled if the use made of the thing, or the fruits it has yielded, were of some value to the buyer.

A seller who is held liable for a redhibitory defect has an action against the manufacturer of the defective thing, if the defect existed at the time the thing was delivered by the manufacturer to the seller, for any loss the seller sustained because of the redhibition.  Any contractual provision that attempts to limit, diminish or prevent such recovery by a seller against the manufacturer shall have no effect.

Amended by Acts 1974, No. 673, §1; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2532. Return of the thing;  destruction of the thing

A buyer who obtains rescission because of a redhibitory defect is bound to return the thing to the seller, for which purpose he must take care of the thing as a prudent administrator, but is not bound to deliver it back until all his claims, or judgments, arising from the defect are satisfied.

If the redhibitory defect has caused the destruction of the thing the loss is borne by the seller, and the buyer may bring his action even after the destruction has occurred.

If the thing is destroyed by a fortuitous event before the buyer gives the seller notice of the existence of a redhibitory defect that would have given rise to a rescission of the sale, the loss is borne by the buyer.

After such notice is given, the loss is borne by the seller, except to the extent the buyer has insured that loss.  A seller who returns the price, or a part thereof, is subrogated to the buyer's right against third persons who may be liable for the destruction of the thing.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2534. Prescription

A.(1)  The action for redhibition against a seller who did not know of the existence of a defect in the thing sold prescribes in four years  from the day delivery of such thing was made to the buyer or one year from the day the defect was discovered by the buyer, whichever occurs first.

(2)  However, when the defect is of residential or commercial immovable property, an action for redhibition against a seller who did not know of the existence of the defect prescribes in one year from the day delivery of the property was made to the buyer.

B.  The action for redhibition against a seller who knew, or is presumed to have known, of the existence of a defect in the thing sold prescribes in one year from the day the defect was discovered by the buyer.

C.  In any case prescription is interrupted when the seller accepts the thing for repairs and commences anew from the day he tenders it back to the buyer or notifies the buyer of his refusal or inability to make the required repairs.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995; Acts 1995, No. 172, §1; Acts 1997, No. 266, §1.

Art. 2537. Judicial sales

Judicial sales resulting from a seizure are not subject to the rules on redhibition.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2538. Multiple sellers, multiple buyers, successors

The warranty against redhibitory vices is owed by each of multiple sellers in proportion to his interest.

Multiple buyers must concur in an action for rescission because of a redhibitory defect.  An action for reduction of the price may be brought by one of multiple buyers in proportion to his interest.

The same rules apply if a thing with a redhibitory defect is transferred, inter vivos or mortis causa, to multiple successors.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2540. Redhibitory vice of one of several matched things sold together

When more than one thing are sold together as a whole so that the buyer would not have bought one thing without the other or others, a redhibitory defect in one of such things gives rise to redhibition for the whole.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

 

Art. 2541. Reduction of the price

A buyer may choose to seek only reduction of the price even when the redhibitory defect is such as to give him the right to obtain rescission of the sale.

In an action for rescission because of a redhibitory defect the court may limit the remedy of the buyer to a reduction of the price.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

 

Art. 2545. Liability of seller who knows of the defect;  presumption of knowledge

A seller who knows that the thing he sells has a defect but omits to declare it, or a seller who declares that the thing has a quality that he knows it does not have, is liable to the buyer for the return of the price with interest from the time it was paid, for the reimbursement of the reasonable expenses occasioned by the sale and those incurred for the preservation of the thing, and also for damages and reasonable attorney fees.  If the use made of the thing, or the fruits it might have yielded, were of some value to the buyer, such a seller may be allowed credit for such use or fruits.

A seller is deemed to know that the thing he sells has a redhibitory defect when he is a manufacturer of that thing.

Amended by Acts 1968, No. 84, §1; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2548. Exclusion or limitation of warranty;  subrogation

The parties may agree to an exclusion or limitation of the warranty against redhibitory defects.  The terms of the exclusion or limitation must be clear and unambiguous and must be brought to the attention of the buyer.

A buyer is not bound by an otherwise effective exclusion or limitation of the warranty when the seller has declared that the thing has a quality that he knew it did not have.

The buyer is subrogated to the rights in warranty of the seller against other persons, even when the warranty is excluded.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 10. Of the Obligations of the Buyer

Art. 2549. Obligations of the buyer

The buyer is bound to pay the price and to take delivery of the thing.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2550. Time and place of payment of price

Payment of the price is due at the time and place stipulated in the contract, or at the time and place of delivery if the contract contains no such stipulation.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2553. Interest on price

The buyer owes interest on the price from the time it is due.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2557. Eviction and threat of eviction as grounds for suspension of payment

A buyer who is evicted by the claim of a third person may withhold payment of the price until he is restored to possession, unless the seller gives security for any loss the buyer may sustain as a result of the eviction.

A seller who, in such a case, is unable or unwilling to give security may compel the buyer to deposit the price with the court until the right of the third person is adjudged.  Also the buyer may deposit the price with the court, on his own initiative, to prevent the accrual of interest.

A buyer may not withhold payment of the price when the seller is not liable for a return of the price in case of eviction.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2560. Payment of the price before disturbance of possession

A buyer who paid the price before being evicted of the thing may not demand that the seller return the price or give security for it.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2561. Dissolution of sale for nonpayment of price

If the buyer fails to pay the price, the seller may sue for dissolution of the sale.  If the seller has given credit for the price and transfers that credit to another person, the right of dissolution is transferred together with the credit.  In case of multiple credit holders all must join in the suit for dissolution, but if any credit holder refuses to join, the others may subrogate themselves to his right by paying the amount due to him.

If a promissory note or other instrument has been given for the price, the right to dissolution prescribes at the same time and in the same period as the note or other instrument.

Amended by Acts 1924, No. 108; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2562. Dissolution of sale of immovables for non-payment of price;  extension of time for payment

When an action is brought for the dissolution of the sale of an immovable and there is no danger that the seller may lose the price and the thing, the court, according to the circumstances, may grant the buyer an extension of time, not in excess of sixty days, to make payment, and shall pronounce the sale dissolved if the buyer fails to pay within that time.  When there is such a danger, the court may not grant the buyer an extension of time for payment.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2563. Payment of price after expiration of term but prior to default

When the contract of sale of an immovable expressly provides for dissolution in case of failure to pay the price, the buyer still has the right to pay, in spite of the express dissolution clause, for as long as the seller has not given the buyer notice that he avails himself of that clause or has not filed suit for dissolution.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2564. Dissolution of sale of movables

If the thing is movable and the seller chooses to seek judicial dissolution of the sale because of the failure of the buyer to perform, the court may not grant to the buyer any extension of time to perform.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 11. Of the Sale with A Right of Redemption

Art. 2567. Right of redemption, definition

The parties to a contract of sale may agree that the seller shall have the right of redemption, which is the right to take back the thing from the buyer.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2568. Limitation on duration

The right of redemption may not be reserved for more than ten years when the thing sold is immovable, or more than five years when the thing sold is movable.  If a longer time for redemption has been stipulated in the contract that time must be reduced to either ten or five years, depending on the nature of the thing sold.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2569. Redemption, presumption of security

A sale with right of redemption is a simulation when the surrounding circumstances show that the true intent of the parties was to make a contract of security.  When such is the case, any monies, fruits or other benefit received by the buyer as rent or otherwise may be regarded as interest subject to the usury laws.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2570. Effect of failure to exercise right within time stipulated

If the seller does not exercise the right of redemption within the time allowed by law, the buyer becomes unconditional owner of the thing sold.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2571. Application of time limit against all persons including minors

The period for redemption is peremptive and runs against all persons including minors.  It may not be extended by the court.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2572. Redemption against second purchaser

When the thing is immovable, the right of redemption is effective against third persons only from the time the instrument that contains it is filed for registry in the parish where the immovable is located.

When the thing is movable, the right of redemption is effective against third persons who, at the time of purchase, had actual knowledge of the existence of that right.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2574. Buyer's benefit of discussion against creditors of the seller

A buyer under redemption may avail himself of the right of discussion against creditors of the seller.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2575. Ownership of fruits and products pending redemption

The fruits and products of a thing sold with right of redemption belong to the buyer.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2577. Ownership of improvements and augmentations pending redemption

The buyer is entitled to all improvements he made on the thing that can be removed when the seller exercises the right of redemption.  If such improvements cannot be removed, the buyer is entitled to the enhancement of the value of the thing resulting from the improvements.  The buyer is also entitled to the enhancement of the value of the thing resulting from ungathered fruits and unharvested crops.

If the thing sold under right of redemption is naturally increased by accession, alluvion, or accretion before the redeeming seller exercises the right, the increase belongs to the seller.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2578. Liability for deterioration at the time of redemption

During the time allowed for redemption, the buyer must administer the thing sold with the degree of care of a prudent administrator.  He is liable to the redeeming seller for any deterioration of the thing caused by the lack of such care.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2584. Multiple successors, applicability of rules governing lesion

If more than one seller concurred in the sale with right of redemption of an immovable, or if a seller has died leaving more than one successor, the exercise of the right of redemption is governed by the rules provided for the division of the action for lesion among multiple sellers, or among successors of the seller or of the buyer.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2587. Reimbursement to buyer on redemption

A seller who exercises the right of redemption must reimburse the buyer for all expenses of the sale and for the cost of repairs necessary for the preservation of the thing.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2588. Encumbrances created by buyer

The seller who exercises the right of redemption is entitled to recover the thing free of any encumbrances placed upon it by the buyer.  Nevertheless, when the thing is an immovable, the interests of third persons are governed by the laws of registry.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 12. Rescission for Lesion Beyond Moiety

Art. 2589. Rescission for lesion beyond moiety

The sale of an immovable may be rescinded for lesion when the price is less than one half of the fair market value of the immovable.  Lesion can be claimed only by the seller and only in sales of corporeal immovables.  It cannot be alleged in a sale made by order of the court.

The seller may invoke lesion even if he has renounced the right to claim it.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2590. Time of valuation for determination of lesion

To determine whether there is lesion, the immovable sold must be evaluated according to the state in which it was at the time of the sale.  If the sale was preceded by an option contract, or by a contract to sell, the property must be evaluated in the state in which it was at the time of that contract.

Amended by Acts 1950, No. 154; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2591. Option of buyer to supplement price

When a sale is subject to rescission for lesion the buyer may elect either to return the immovable to the seller, or to keep the immovable by giving to the seller a supplement equal to the difference between the price paid by the buyer and the fair market value of the immovable determined according to the preceding Article.

Amended by Acts 1871, No. 87; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2592. Lesion, return of fruits by buyer and payment of interest by seller

If the buyer elects to return the immovable he must also return to the seller the fruits of the immovable from the time a demand for rescission was made.  In such a case, the seller must return to the buyer the price with interest from the same time.

If the buyer elects to keep the immovable he must also pay to the seller interest on the supplement from the time a demand for rescission was made.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2594. Lesion, action against vendee who has resold the immovable

When the buyer has sold the immovable, the seller may not bring an action for lesion against a third person who bought the immovable from the original buyer.

In such a case the seller may recover from the original buyer whatever profit the latter realized from the sale to the third person.  That recovery may not exceed the supplement the seller would have recovered if the original buyer had chosen to keep the immovable.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2595. Peremption of action for lesion

The action for lesion must be brought within a peremptive period of one year from the time of the sale.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2596. Lesion, action against vendee who has granted a right on the immovable

When the buyer has granted a right on the immovable to a third person, rescission may not impair the interest of that person.  The seller who receives back the immovable so encumbered is entitled to recover from the buyer any diminution in value suffered by the immovable because of the right of the third person.  That recovery may not exceed the supplement the seller would have recovered if the buyer had not encumbered the immovable and had decided to keep it.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2597. Condition in which property is returned to seller;  reimbursement of buyer for improvements

When rescission is granted for lesion the seller must take back the immovable in the state it is at that time.  The buyer is not liable to the seller for any deterioration or loss sustained by the immovable before the demand for rescission was made, unless the deterioration or loss was turned into profit for the buyer.

The seller must reimburse the buyer for the expenses of the sale and for those incurred for the improvement of the immovable, even if the improvement was made solely for the convenience of the buyer.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2599. Buyer's right of retention pending reimbursement

The buyer may retain possession of the immovable until the seller reimburses the buyer the price and the recoverable expenses.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2600. Divisibility of action in lesion among joint sellers and successors, joinder

If more than one seller concurred in the sale of an immovable owned by them in indivision, or if each of them sold separately his share of the immovable, each seller may bring an action for lesion for his share.

Likewise, if a seller died leaving more than one successor, each successor may bring an action for lesion individually for that share of the immovable corresponding to his right.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 13. Sales of Movables

Art. 2601. Additional terms in acceptance of offer to sell a movable

An expression of acceptance of an offer to sell a movable thing suffices to form a contract of sale if there is agreement on the thing and the price, even though the acceptance contains terms additional to, or different from, the terms of the offer, unless acceptance is made conditional on the offeror's acceptance of the additional or different terms.  Where the acceptance is not so conditioned, the additional or different terms are regarded as proposals for modification and must be accepted by the offeror in order to become a part of the contract.

Between merchants, however, additional terms become part of the contract unless they alter the offer materially, or the offer expressly limits the acceptance to the terms of the offer, or the offeree is notified of the offeror's objection to the additional terms within a reasonable time, in all of which cases the additional terms do not become a part of the contract.  Additional terms alter the offer materially when their nature is such that it must be presumed that the offeror would not have contracted on those terms.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2602. Contract by conduct of the parties

A contract of sale of movables may be established by conduct of both parties that recognizes the existence of that contract even though the communications exchanged by them do not suffice to form a contract.  In such a case the contract consists of those terms on which the communications of the parties agree, together with any applicable provisions of the suppletive law.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2605. Rejection of nonconforming things by the buyer

A buyer may reject nonconforming things within a reasonable time.  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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2608. Merchant buyer's duty upon rejection of things

When the seller has no agent or business office at the place of delivery, a buyer who is a merchant and has rejected the things must follow any reasonable instructions received from the seller with respect to those things.  If the seller gives no such instructions, and the things rejected are perishable or susceptible of rapid decline in value, the merchant buyer must make reasonable efforts to sell those things on the seller's behalf.

In all instances of rejection, a buyer who is a merchant must handle the rejected things as a prudent administrator.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2609. Purchase of substitute things by the buyer

When the seller fails to render the performance required by a contract of sale of movable things, the buyer may purchase substitute things within a reasonable time and in good faith.  In such a case the buyer is entitled to recover the difference between the contract price and the price of the substitute things.  The buyer may recover other damages also, less the expenses saved as a result of the failure of the seller to perform.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

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.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2611. Resale by the seller

When the buyer fails to perform a contract of sale of movable things, the seller, within a reasonable time and in good faith, may resell those things that are still in his possession.  In such a case the seller is entitled to recover the difference between the contract price and the resale price.  The seller may recover also other damages, less the expenses saved as a result of the buyer's failure to perform.

Unless the things are perishable or subject to rapid decline in value, the seller must give the buyer reasonable notice of the public sale at which the things will be resold, or of his intention to resell the things at a private sale.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2612. Deposit of the things by seller

When the buyer neglects to take delivery of movable things that are the contractual object the seller may request court authority to put the things out of his possession and at the buyer's risk.  The seller must give the buyer notice of the time at which the things will leave possession of the seller.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2613. Things in transit, ownership

When, according to the terms of the contract, the seller sends the things to the buyer through a common carrier, the form of the bill of lading determines ownership of the things while in transit.

When the bill of lading makes the things deliverable to the buyer, or to his order, ownership of the things is thereby transferred to the buyer.

When the bill of lading makes the things deliverable to the seller, or to his agent, ownership of the things thereby remains with the seller.

When the seller or his agent remains in possession of a bill of lading that makes the things deliverable to the buyer, or to the buyer's order, the seller thereby reserves the right to retain the things against a claim of the buyer who has not performed his obligations.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2614. Stoppage in transit

The seller may stop delivery of the things in the possession of a carrier or other depositary when he learns that the buyer will not perform the obligations arising from the contract of sale or is insolvent.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2615. Judicial dissolution

In an action for judicial dissolution of a sale of movable things the court must grant dissolution, upon proof of the defendant's failure to perform, without allowing that party any additional time to render performance.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2616. Things in transit, risk of loss

When the contract requires the seller to ship the things through a carrier, but does not require him to deliver the things at any particular destination, the risk of loss is transferred to the buyer upon delivery of the things to the carrier, regardless of the form of the bill of lading.

When the contract of sale requires the seller to deliver the things at a particular destination, the risk of loss is transferred to the buyer when the things, while in possession of the carrier, are duly tendered to the buyer at the place of destination.

When the parties incorporate well established commercial symbols into their contract, the risk of loss is transferred in accordance with the customary understanding of such symbols.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2617. Payment against documents

In all cases where the parties have agreed that the seller will obtain a document showing that the things have been delivered to a carrier or a depositary the buyer must make payment against tender of that document and others as required.  The seller may not tender, nor may the buyer demand, delivery of the things in lieu of the documents.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 14. Agreements Preparatory to the Sale

Section 1. Option

Art. 2620. Option to buy or sell

An option to buy, or an option to sell, is a contract whereby a party gives to another the right to accept an offer to sell, or to buy, a thing within a stipulated time.

An option must set forth the thing and the price, and meet the formal requirements of the sale it contemplates.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2621. Acceptance, when effective;  option turns into contract to sell;  rejection

The acceptance or rejection of an offer contained in an option is effective when received by the grantor.  Upon such an acceptance the parties are bound by a contract to sell.

Rejection of the offer contained in an option terminates the option but a counteroffer does not.

Amended by Acts 1960, No. 30, §1, eff. Jan. 1, 1961; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2622. Warranty of assignor

The assignor of an option to buy a thing warrants the existence of that option, but does not warrant that the person who granted it can be required to make a final sale.

If, upon exercise of the option, the person who granted it fails to make a final sale, the assignee has against the assignor the same rights as a buyer without warranty has against the seller.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Section 2. Contract to Sell

Art. 2623. Bilateral promise of sale;  contract to sell

An agreement whereby one party promises to sell and the other promises to buy a thing at a later time, or upon the happening of a condition, or upon performance of some obligation by either party, is a bilateral promise of sale or contract to sell.  Such an agreement gives either party the right to demand specific performance.

A contract to sell must set forth the thing and the price, and meet the formal requirements of the sale it contemplates.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2624. Deposit, earnest money

A sum given by the buyer to the seller in connection with a contract to sell is regarded to be a deposit on account of the price, unless the parties have expressly provided otherwise.

If the parties stipulate that a sum given by the buyer to the seller is earnest money, either party may recede from the contract, but the buyer who chooses to recede must forfeit the earnest money, and the seller who so chooses must return the earnest money plus an equal amount.

When earnest money has been given and a party fails to perform for reasons other than a fortuitous event, that party will be regarded as receding from the contract.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Section 3. Right of First Refusal

Art. 2625. Right of first refusal

A party may agree that he will not sell a certain thing without first offering it to a certain person.  The right given to the latter in such a case is a right of first refusal that may be enforced by specific performance.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2626. Terms of offered sale

The grantor of a right of first refusal may not sell to another person unless he has offered to sell the thing to the holder of the right on the same terms, or on those specified when the right was granted if the parties have so agreed.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Section 4. Effects

Art. 2627. Right of first refusal, time for acceptance

Unless otherwise agreed, an offer to sell the thing to the holder of a right of first refusal must be accepted within ten days from the time it is received if the thing is movable, and within thirty days from that time if the thing is immovable.

Unless the grantor concludes a final sale, or a contract to sell, with a third person within six months, the right of first refusal subsists in the grantee who failed to exercise it when an offer was made to him.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2628. Time limitation for option and right of first refusal

An option or a right of first refusal that concerns an immovable thing may not be granted for a term longer than ten years.  If a longer time for an option or a right of first refusal has been stipulated in a contract, that time shall be reduced to ten years.  Nevertheless, if the option or right of first refusal is granted in connection with a contract that gives rise to obligations of continuous or periodic performance, an option or a right of first refusal may be granted for as long a period as required for the performance of those obligations.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995; Acts 2003, No. 1005, §1, eff. July 2, 2003.

NOTE:  See Acts 2003, No. 1005, §2, relative to application.

NOTE:  See Acts 2004, No. 24, §§2 and 3, relative to application.

Art. 2629. Effect against third persons

An option, right of first refusal, or contract to sell that involves immovable property is effective against third persons only from the time the instrument that contains it is filed for registry in the parish where the immovable is located.

An option, right of first refusal, or contract to sell that involves movable property is effective against third persons who, at the time of acquisition of a conflicting right, had actual knowledge of that transaction.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2630. Indivisibility of right

The right to exercise an option and the right of first refusal are indivisible.  When either of such rights belongs to more than one person all of them must exercise the right.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 15. Assignment of Rights

Art. 2642. Assignability of rights

All rights may be assigned, with the exception of those pertaining to obligations that are strictly personal.  The assignee is subrogated to the rights of the assignor against the debtor.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2643. Assignment effective from the time of knowledge or notice

The assignment of a right is effective against the debtor and third persons only from the time the debtor has actual knowledge, or has been given notice of the assignment.

If a partial assignment unreasonably increases the burden of the debtor he may recover from either the assignor or the assignee a reasonable amount for the increased burden.

Acts 1984, No. 921, §1; Acts 1985, No. 97, §1; Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2644. Performance by debtor before knowledge of assignment

When the debtor, without knowledge or notice of the assignment, renders performance to the assignor, such performance extinguishes the obligation of the debtor and is effective against the assignee and third persons.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

 

Art. 2645. Accessories included in assignment of right

The assignment of a right includes its accessories such as security rights.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2646. Warranty of existence of debt, solvency of debtor

The assignor of a right warrants its existence at the time of the assignment.

The assignor does not warrant the solvency of the debtor, however, unless he has agreed to give such a warranty.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

 

Art. 2648. Scope of warranty of debtor's solvency

An assignor who warrants the solvency of the debtor warrants that solvency at the time of the assignment only and, in the absence of agreement to the contrary, does not warrant the future solvency of the debtor.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2649. Assignor's knowledge of the debtor's insolvency;  effects

When the assignor of a right did not warrant the solvency of the debtor but knew of his insolvency, the assignee without such knowledge may obtain rescission of the contract.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2650. Warranty in assignment of succession rights

A person who assigns his right in the estate of a deceased person, without specifying any assets, warrants only his right of succession as heir or legatee.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2652. Sale of litigious rights

When a litigious right is assigned, the debtor may extinguish his obligation by paying to the assignee the price the assignee paid for the assignment, with interest from the time of the assignment.

A right is litigious, for that purpose, when it is contested in a suit already filed.

Nevertheless, the debtor may not thus extinguish his obligation when the assignment has been made to a co-owner of the assigned right, or to a possessor of the thing subject to the litigious right.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2653. Assignability prohibited by contract;  exceptions

A right cannot be assigned when the contract from which it arises prohibits the assignment of that right.  Such a prohibition has no effect against an assignee who has no knowledge of its existence.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2654. Documents evidencing the right

The assignor of a right must deliver to the assignee all documents in his possession that evidence the right.  Nevertheless, a failure by the assignor to deliver such documents does not affect the validity of the assignment.

When a right is assigned only in part, the assignor may give the assignee an original or a copy of such documents.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Chapter 16. Of the Giving in Payment

Art. 2655. Giving in payment, definition

Giving in payment is a contract whereby an obligor gives a thing to the obligee, who accepts it in payment of a debt.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2656. Delivery essential to giving in payment

Delivery of the thing is essential to the perfection of a giving in payment.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2657. Giving in partial payment

An obligor may give a thing to the obligee in partial payment of a debt.

A giving in partial payment extinguishes the debt in the amount intended by the parties.  If the parties' intent concerning the amount of the partial extinguishment cannot be ascertained, it is presumed that they intended to extinguish the debt in the amount of the fair market value of the thing given in partial payment.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Art. 2659. Application of general rules of sale

The giving in payment is governed by the rules of the contract of sale, with the differences provided for in this Chapter.

Acts 1993, No. 841, §1, eff. Jan. 1, 1995.

Title VIII. Exchange

Art. 2660. Exchange, definition

Exchange is a contract whereby each party transfers to the other the ownership of a thing other than money.

Ownership of the things exchanged is transferred between the parties as soon as there is agreement on the things, even though none of the things has been delivered.

If it is the intent of the parties that the transfer of ownership will not take place until a later time, then the contract is a contract to exchange.

Acts 2010, No. 186, §1.

Art. 2661. Rights and obligations of the parties

Each of the parties to a contract of exchange has the rights and obligations of a seller with respect to the thing transferred by him and the rights and obligations of a buyer with respect to the thing transferred to him.

Acts 2010, No. 186, §1.

Art. 2662. Rights of party evicted

A person evicted from a thing received in exchange may demand the value of the thing from which he was evicted or the return of the thing he gave, with damages in either case.

Acts 2010, No. 186, §1.

Art. 2663. Rescission for lesion in contracts of exchange

A party giving a corporeal immovable in exchange for property worth less than one half of the fair market value of the immovable given by him may claim rescission on grounds of lesion beyond moiety.

Acts 2010, No. 186, §1.

Art. 2664. Application of the rules of sale

The contract of exchange is governed by the rules of the contract of sale, with the differences provided in this Title.

Acts 2010, No. 186, §1.

Title IX. Lease

Chapter 1. General Provisions

Art. 2668. Contract of lease defined

Lease is a synallagmatic contract by which one party, the lessor, binds himself to give to the other party, the lessee, the use and enjoyment of a thing for a term in exchange for a rent that the lessee binds himself to pay.

The consent of the parties as to the thing and the rent is essential but not necessari­ly sufficient for a contract of lease.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2669. Relation with other titles

In all matters not provided for in this Title, the contract of lease is governed by the rules of the Titles of "Obligations in General" and "Conventional Obligations or Contracts".

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2670. Contract to lease

A contract to enter into a lease at a future time is enforceable by either party if there was agreement as to the thing to be leased and the rent, unless the parties understood that the contract would not be binding until reduced to writing or until its other terms were agreed upon.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2671. Types of leases

Depending on the agreed use of the leased thing, a lease is characterized as: residential, when the thing is to be occupied as a dwelling; agricultural, when the thing is a predial estate that is to be used for agricultural purposes; mineral, when the thing is to be used for the production of minerals; commercial, when the thing is to be used for business or commercial purposes; or consumer, when the thing is a movable intended for the lessee's personal or familial use outside his trade or profession.  This enumeration is not exclusive.

When the thing is leased for more than one of the above or for other purposes, the dominant or more substantial purpose determines the type of lease for purposes of regulation.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2672. Mineral lease

A mineral lease is governed by the Mineral Code.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Chapter 2. Essential Elements

Section 1. The Thing

Art. 2673. The thing

All things, corporeal or incorporeal, that are susceptible of ownership may be the object of a lease, except those that cannot be used without being destroyed by that very use, or those the lease of which is prohibited by law.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2674. Ownership of the thing

A lease of a thing that does not belong to the lessor may nevertheless be binding on the parties.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Section 2. The Rent

Art. 2675. The rent

The rent may consist of money, commodities, fruits, services, or other performanc­es sufficient to support an onerous contract.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2676. Agreement as to the rent

The rent shall be fixed by the parties in a sum either certain or determinable through a method agreed by them.  It may also be fixed by a third person designated by them.

If the agreed method proves unworkable or the designated third person is unwilling or unable to fix the rent, then there is no lease.

If the rent has been established and thereafter is subject to redetermination either by a designated third person or through a method agreed to by the parties, but the third person is unwilling or unable to fix the rent or the agreed method proves unworkable, the court may either fix the rent or provide a similar method in accordance with the intent of the parties.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2677. Crop rent

When the parties to an agricultural lease agree that the rent will consist of a portion of the crops, that portion is considered at all times the property of the lessor.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Section 3. The Term

Art. 2678. Term

The lease shall be for a term.  Its duration may be agreed to by the parties or supplied by law.

The term may be fixed or indeterminate.  It is fixed when the parties agree that the lease will terminate at a designated date or upon the occurrence of a designated event.

It is indeterminate in all other cases.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2679. Limits of contractual freedom in fixing the term

The duration of a term may not exceed ninety-nine years.  If the lease provides for a longer term or contains an option to extend the term to more than ninety-nine years, the term shall be reduced to ninety-nine years.

If the term's duration depends solely on the will of the lessor or the lessee and the parties have not agreed on a maximum duration, the duration is determined in accordance with the following Article.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2680. Duration supplied by law;  legal term

If the parties have not agreed on the duration of the term, the duration is estab­lished in accordance with the following rules:

(1)  An agricultural lease shall be from year to year.

(2)  Any other lease of an immovable, or a lease of a movable to be used as a residence, shall be from month to month.

(3)  A lease of other movables shall be from day to day, unless the rent was fixed by longer or shorter periods, in which case the term shall be one such period, not to exceed one month.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Section 4. Form

Art. 2681. Form

A lease may be made orally or in writing.  A lease of an immovable is not effective against third persons until filed for recordation in the manner prescribed by legislation.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Chapter 3. The Obligations of the Lessor and the Lessee

Section 1. Principal Obligations

Art. 2682. The lessor's principal obligations

The lessor is bound:

(1)  To deliver the thing to the lessee;

(2)  To maintain the thing in a condition suitable for the purpose of which it was leased; and

(3)  To protect the lessee's peaceful possession for the duration of the lease.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Art. 2683. The lessee's principal obligations

The lessee is bound:

(1)  To pay the rent in accordance with the agreed terms;

(2)  To use the thing as a prudent administrator and in accordance with the purpose for which it was leased; and

(3)  To return the thing at the end of the lease in a condition that is the same as it was when the thing was delivered to him, except for normal wear and tear or as otherwise provided hereafter.

Acts 2004, No. 821, §1, eff. Jan. 1, 2005.

Section 2. Delivery

Art. 2684. Obligations to deliver the thing at the agreed time and in good condition