Unilateral Contract in Louisiana: Key Legal Rules and Enforcement
Explore how Louisiana law defines and enforces unilateral contracts, focusing on performance-based acceptance and legal remedies.
Unilateral contracts, where one party’s promise is accepted only through another party’s action, occupy a distinct space in Louisiana’s civil law tradition. Unlike typical bilateral contracts sealed with a mutual promise, these agreements raise unique questions about timing and enforceability, particularly relevant in service arrangements or reward offers within the state.
Understanding their function under Louisiana’s specific legal framework is crucial, as the rules differ significantly from common law systems and are often complex.
Formation Under State Law
Louisiana’s Civil Code governs contract formation. A contract is defined as an agreement where parties create, modify, or end obligations—legal ties requiring one person to perform or refrain from an action for another. For any contract, including a unilateral one, to be valid, Louisiana law requires capacity, consent, a lawful cause, and a lawful object.1LSU Law Center. Louisiana Civil Code – Title IV: Conventional Obligations or Contracts
Capacity is the legal ability to contract. Most individuals have this capacity, with exceptions for unemancipated minors or those legally deemed incapable. Contracts made without capacity can potentially be voided.
Consent is achieved through offer and acceptance. In a unilateral contract, the focus initially lies on the offer: one party’s promise inviting acceptance not through a return promise, but through the performance of a specific act. The offer must clearly show the offeror’s intent to be bound once the act is completed. Louisiana law permits offers and acceptances to be made orally, in writing, or through actions clearly indicating agreement, unless a specific form is legally mandated.
Instead of the common law concept of “consideration,” Louisiana requires “cause”—the reason or motive behind a party’s obligation. An obligation cannot exist without a lawful cause, meaning it must not be prohibited by law or violate public order or morals. Finally, the contract must have a lawful object: the promised performance must be possible, identifiable (at least by type), and legally permissible. For example, while future items can be contracted for, one generally cannot contract regarding the inheritance of someone still living. These elements together form the basis for a unilateral contract under Louisiana law.
Acceptance by Performance
Acceptance in a Louisiana unilateral contract is achieved through action, not words. The party receiving the offer accepts it by performing the specific act requested by the offeror. Louisiana Civil Code Article 1927 recognizes that acceptance can occur through actions clearly indicating consent.2Louisiana State Legislature. Louisiana Civil Code Art. 1927 – Consent In unilateral contracts, that action is the performance itself.
The timing of acceptance can depend on the situation. Article 1939 suggests that if an offer invites acceptance by performance and implies completion is expected once started, the contract forms when performance begins.3Justia Law. Louisiana Civil Code Art. 1939 – Acceptance by Performance (2024) This can bind the parties early on. However, the traditional view, especially for reward offers, holds that acceptance is finalized only upon full completion of the requested act.
Whether the performer must notify the offeror about starting or finishing the act depends on the circumstances. Article 1941 indicates that if starting performance constitutes acceptance or makes the offer irrevocable, the performer should promptly notify the offeror unless the offeror would reasonably know already.4Justia Law. Louisiana Civil Code Art. 1941 – Notice of Commencement of Performance (2024) Failure to give required notice could lead to liability for damages. If the offer explicitly requires notice, or if the offeror wouldn’t normally learn of the performance quickly (perhaps due to distance), notice is essential for acceptance to be effective. In many common scenarios, like claiming a public reward, presenting the completed performance (e.g., returning the lost dog) serves as both performance and notice.
Revocation Before Performance
An offeror’s ability to withdraw an offer for a unilateral contract before performance is completed is subject to specific Louisiana Civil Code rules. Generally, an offer that isn’t explicitly irrevocable can be revoked before acceptance, as stated in Article 1930. Offers specifying a time limit for acceptance are irrevocable during that period (Article 1928).
For unilateral contracts accepted only by completed performance (like many reward offers), Article 1940 provides a crucial protection for the performer: the offeror cannot revoke the offer once the offeree has begun performance, for the reasonable time needed to complete it. This prevents an offeror from withdrawing the offer after someone has already started acting in reliance on it, such as beginning a search for a lost pet based on a reward poster.
Starting performance under Article 1940 doesn’t immediately form the contract, but it does restrict the offeror’s power to revoke. The offeror’s duty to fulfill their promise (e.g., pay the reward) still depends on the performer fully completing the act. Importantly, the performer is not obligated to finish the task even after starting.
For a revocation to be valid, it must reach the offeree before acceptance occurs. Article 1937 states revocation is effective when received by the offeree prior to acceptance.5FindLaw. Louisiana Civil Code Art. 1937 – Time When Revocation Is Effective In the unilateral context, this means before performance is completed, or under Article 1940, before performance has begun in a way that makes the offer temporarily irrevocable. For public offers, like a widely posted reward, Article 1945 requires revocation to be made through the same or equally effective means as the offer, and it must occur before the requested act is finished.6Justia Law. Louisiana Civil Code Art. 1945 – Revocation of an Offer of Reward Made to the Public (2024) If the offeror fails to properly communicate the revocation before acceptance (or the start of performance under Article 1940), they remain bound if the performance is completed as requested.
Breach and Enforcement
When the offeree completes the requested performance, accepting the unilateral offer, the offeror is legally bound to fulfill their promise. Failing to do so is a breach of contract. Under Louisiana Civil Code Article 1994, an offeror who fails to perform their obligation is liable for damages caused by the failure, which could involve not performing at all, performing defectively, or delaying performance.
If a breach occurs after the offeree has fully performed (e.g., completed a service requested in an offer), the offeree can seek legal enforcement. The primary remedies under the Civil Code are damages and specific performance, aimed at compensating for the harm caused by the breach.
Damages typically aim to cover the loss sustained by the injured party and any profit they were deprived of, as per Article 1995.7Louisiana State Legislature. Louisiana Civil Code Art. 1995 – Measure of Damages for Breach of Contract In many unilateral contract breaches, this equates to the value of the promised reward or payment. If the breached obligation was simply to pay money, Article 2000 specifies damages for delay are measured by interest on the sum due. Liability might differ based on whether the offeror acted in good faith (liable only for foreseeable damages, Article 1996) or bad faith (potentially liable for all direct consequences, Article 1997).
Alternatively, the offeree might request specific performance—a court order requiring the offeror to actually carry out their promise. Article 1986 mandates specific performance for certain obligations (like delivering a thing or executing a document) if demanded, though damages may be awarded if specific performance is impracticable.8FindLaw. Louisiana Civil Code Art. 1986 – Right of the Obligee For other types of obligations “to do,” granting specific performance is at the court’s discretion. For breaches involving promised payments, monetary damages often serve as the most practical remedy. Enforcement usually involves filing a lawsuit in the appropriate Louisiana court, presenting evidence of the offer, the completed performance, and the offeror’s failure to pay or perform.
