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Agreement of acceptance with offer

Article 177. The acceptance of one of the two contracting parties must agree exactly with the offer of the other contracting party as regards the price or subject matter. Such party has no power to separate or divide either the price or the subject matter.

Examples:-

(1) A vendor tells a purchaser that he has sold him certain cloth for one hundred piastres and the purchaser agrees thereto. He is then obliged to take the whole of such cloth for one hundred piastres. He cannot claim to take the cloth or a half thereof for fifty piastres.

(2) A tells B that he has sold him two horses for three thousand piastres and B accepts. B must take the two for three thousand piastres. He cannot take one of them for one thousand five hundred piastres.

 

Article 178. It is sufficient if the acceptance agrees with the offer by implication.

Examples:-

(1) A vendor informs a purchaser that he has sold him certain property for a thousand piastres. The purchaser tells the vendor that he accepts for one thousand five hundred piastres. The contract of sale is for one thousand piastres. If the vendor, however, agrees to the increase of price at the time it is mentioned, the purchaser is bound to pay the additional five hundred piastres.

(2) A purchaser states that he has bought certain property for one thousand piastres. The vendor states that he has sold it for eight hundred piastres. A contract of sale has been concluded, and the two hundred piastres must be deducted.

 

Article 179. If one of two parties to a sale enumerates the prices of various articles, and proposes the sale of such articles en bloc and the other party accepts such offer, the latter may buy the whole lot for the whole price. If he does not do so, he may not divide up the lot and agree to buy any article he wishes at the fixed price.

Examples

(1) A vendor states that he has sold two particular horses for three thousand piastres. The first one for one thousand piastres and the second for two thousand piastres; or each of them for one thousand five hundred piastres. The purchaser can take the two for three thousand piastres. He cannot, however, take the one he prefers of the two for the fixed price.

(2) A vendor states that he has sold three pieces of cloth for one hundred piastres. The purchaser states that he has bought one piece for one hundred piastres, or two pieces for two hundred piastres. No sale is concluded.

Article 180. If one of the two parties to a sale enumerates the prices of the various articles, and offers them for sale separately and the other party accepts the article he desires, at the fixed price, a contract of sale is concluded.

Example:-. A vendor enumerates the prices of various articles for sale and repeats that he has sold them, this one for a thousand piastres and that – one for two thousand piastres. In that case, the purchaser may accept one of the two for the fixed price and buy the same.

SECTION III. The place where the sale is concluded.

Article 181. The place where the sale is concluded is the place where the parties meet together with a view to the conclusion of the sale.

Article 182. Both parties possess an option during the meeting at the place of sale, after the offer has been made, up to the termination of the meeting.

Example:- One of the two parties to the sale makes an offer at the meeting place of the parties to the sale by stating that he has sold such and such property for a certain sum of money, or that he has bought such property, and the other party fails to state immediately afterwards that he has bought or has sold and some time later accepts at the same meeting. The sale is concluded, no matter how long the meeting may have lasted or how long the period between offer and acceptance may have been.

Article 183. If one of the parties gives any indication of dissent after the offer and prior to acceptance, either by word or by deed, the offer becomes void and there is no longer any reason for acceptance.

Example:- One of the two parties to the sale, after stating that he has bought or that he has sold, occupies himself with some other matter, or discusses some other question. The offer becomes void, and thereafter the sale cannot be concluded by acceptance.

Article 184. If one of the two parties to the sale makes an offer, but revokes such offer before the other party has accepted, the offer becomes void, and thereafter the sale cannot be concluded by acceptance.

Example:- A vendor states that he has sold such and such goods for so much money, but revokes such offer before the purchaser has accepted, and the purchaser later states that he has accepted such offers No sale is concluded.

Article 185. A renewal of the offer before acceptance cancels the first offer and its place is taken by the second offer.

Example:- The vendor states that he has sold such and such property for one hundred piastres, but before the purchaser has accepted, revokes the offer, and states that lie has sold’ for one hundred and twenty piastres, and the purchaser accepts such offer. The first offer is of no effect, and a sale is concluded on the basis of one hundred and twenty piastres.

SECTION IV. Sale subject to a condition.

Article 186. If a contract of sale is concluded with an essential condition attached, both sale and condition are valid.

Example: – A vendor sells subject to a right of retaining the thing sold until he has received payment of the price. This condition in no way prejudices the sale, but on the contrary is an essential condition of the contract.

Article 187. In the case of a sale concluded subject to a condition the object of which is to assure the due performance of the contract, both sale and condition are valid.

Example:- A certain thing is sold subject to the condition that some other thing shall be pledged or that a certain individual shall become a surety. Both sale and condition are valid. Moreover, should the purchaser fail to observe the condition, the vendor may cancel the sale. The reason for this is that these conditions assure the handing over of the price, which is an essential condition of the contract.

Article 188. In the case of a sale concluded subject to a condition sanctioned by custom established and recognized in a particular locality, both sale and condition are valid.

Example:- The sale of a fur subject to a condition that it shall be lined; or of a lock subject to a condition that it shall be nailed to its place; or of a suit of clothes subject to the condition that they shall be repaired. In these cases the condition must be observed in carrying out the sale.

Article 189. In the case of sale subject to a condition which is not to the benefit of either party, the sale is valid, but the condition is voidable.

Example:- The sale of an animal subject to a condition that it shall not be sold to a third party or that it shall be put out to graze. In such a case the sale is valid, but the condition is of no effect.

SECTION V. Rescission of the sale.

Article 190. The two contracting. Parties may, by mutual agreement, rescind the sale after the conclusion of the contract.

Article 191. As in the case of sale, rescission is carried out by means of offer and acceptance.

Example:- One of the two contracting parties’ states that he has rescinded or cancelled a sale and the other states that he has agreed thereto; or one of the parties tells the other to rescind the sale and the latter states that he has done so. The rescission is valid and the sale cancelled.

Article 192. A valid rescission may also be effected by any conduct which takes the place of offer and acceptance.

Article 193. As in the case of sale, a meeting of the parties must take place in the case of rescission. That is to say, acceptance must be made known at the place where the offer is made. If this is not done, and one of the contracting parties states that he has rescinded the sale, and the other party leaves without expressing his concurrence, or if one of the parties does anything which indicates dissent, the subsequent acceptance by the other is of no effect.

Article 194. It is an essential condition that the thing sold should be in the possession of the purchaser at the time of the rescission. Consequently, if the thing sold is destroyed, the rescission is invalid.

Article 195. If a portion of the thing sold is destroyed, rescission is valid as regards the remainder.

Example:- A vendor sells land he owns in absolute ownership, together with growing crops. After the crops have been reaped by the purchaser, the parties rescind the contract. The rescission is valid in so far as that part of the price concerning the land is concerned.

Article 196. The loss of the price does not affect the validity of the rescission.