在 recent case of 竖琴v. 布莱恩 (consolidated with Wade v. 布莱恩 而且 Lewis v. 布莱恩), decided by the Louisiana Court of Appeals for the First Circuit, it seems pretty clear that the court felt that one of the parties to a 房地产 transaction was trying to avoid its obligations by asserting that it had never 标志ed the 文档 (an option to 购买) in question. The court didn’t let that party avoid its obligations because that party had engaged in conduct consistent with the 文档, 而且 the court therefore ruled that the non-标志ing party had nevertheless confirmed the agreement 而且 was bound by it.
The lesson is: what a person 做 can be as important as what they 标志.
竖琴v. 布莱恩 – Background
在 竖琴 case, a husb而且 而且 wife owned a piece of property along Bayou Lafourche in Leeville, Louisiana. They operated an RV park 而且 a marina on the property. They had several tenants on this property, some of whom operated businesses on their leased premises that were related to the RV park 而且 marina business.
这些 租赁 each contained an agreement by which the tenant had the option to 购买 its leased premises at the end of the 10-year lease term, 而且 each tenant paid a lump sum to the l而且lord in advance, to serve as the payment of the 购买 price if 而且 when the option to 购买 was exercised.
The problem was, only the husb而且 property owner 标志ed the option to 购买 文档. The wife did not.
The husb而且 died, 而且 the wife (now widow) refused to recognize the option to 购买, insisting that the 租赁 expired at the end of their 10-year terms without any right on the part of the tenants to 购买 the property.
Louisiana Court of Appeals for the First Circuit Ruling
It was undisputed that the wife had not 标志ed the option to 购买 文档s. 然而, the wife had acted in a manner that was entirely consistent with the option to 购买 文档s. The appellate court held that the 文档s were not “absolutely null” but instead were “relatively null,” which means that they were capable of being ratified 而且 thus becoming effective agreements.
They were “relatively null” because they were not 标志ed by both husb而且 而且 wife. 然而, through her actions, the wife confirmed the agreements 而且 turned them into binding, effective 文档s.
Even though she did not 标志 the 文档 for the option to 购买, the wife did engage in the following:
- She received 而且 invested the lump sum payments made by each tenant, on behalf of her husb而且 而且 herself.
- She told her husb而且 that she objected to the 购买 option, 而且 when he told her that he insisted on it, she acquiesced 而且 acknowledged that it was his decision to make.
- She 标志ed one of the 文档s as a witness.
- She was aware that each lessee made extensive capital improvements 而且 investments in their respective properties, with the intention of recouping those investments over a period longer than the 10-year period of the lease.
The Lesson About Agreements
Some 文档s in Louisiana require a 标志ature before a notary public, 而且 without all of the requisite 标志atures, those 文档s are “absolute” nullities 而且 cannot be confirmed, ratified or revived. 然而, your garden-variety agreement, if not fully executed, is only a “relative” nullity, 而且 a person who fails to 标志 such an agreement can still be bound by it, if that person ratifies 而且 confirms the agreement by his or her conduct.