Object Flashcards
Definition(s) of “Object”
Definition—The term “object” has two, slightly different meanings in the civil law of obligations.
i. Object of the Obligation—Recall that under La. Civ. Code art. 1756, an obligation may consist of “giving, doing, or not doing something.” In this sense, the object of the obligation is the duty (and corresponding right) to give, to do, or not to do something. For example, in a sale of a house, the object(s) are to give a house and to pay the price.
Rights of the obligee and corresponding duties of the obligor.
Giving, doing, or not doing something. (CC 1756)
ii. Object of the Performance—The term “object” may also refer to an actual thing. For example, in a sale, the objects are a house and money.
Sometimes the performance involves a thing.
In a sale, the objects are the thing sold and the price.
Prerequisite for Object
Parties are free to contract for any object that is lawful, possible, and determined or determinable.
Lawful - Rule and Principles
(a) General Rule—Just as the cause of the contract must be lawful, so too must the object of the contract. As with cause, “lawfulness” of object includes not only “illegal” objects but also those that are “immoral” or “against public policy.”
(i) Hypo 1—Glenn, in an effort to commit insurance fraud, hires Maggie to set his house on fire. Is the object of this contract lawful?
The object is not lawful. The cause is also unlawful.
(ii) Hypo 2—Glenn sells Maggie a pound of cocaine for a Just say no art project. I the object of this contract lawful?
Cause is not unlawful, but the object of this contract is unlawful
(b) Contract for the Succession of a Living Person—“The succession of a living person may not be the object of a contract other than an antenuptial agreement. Such a succession may not be renounced.” What is the rationale for this rule?
One cannot contract for the succession (inheritance) of a living person because it is contrary to public policy. Courts take this very seriously.
(i) Illustration—Liles v. Bourgeois, 517 So. 2d 1078—p. 322—What was the object of the contract in this case? Was it lawful? Why or why not? To what, if any, compensation is Henry Liles entitled? On what basis?
Problem here is that a portion of the contingency fee agreement comes from a portion of the succession of a living person. This is against public policy, and therefore it is absolutely null.
Possible - Rule and Principles
(a) General Rule—“A contractual object is possible or impossible according to its own nature and not according to the parties’ ability to perform.” (La. Civ. Code art. 1971)
If a contract lacks possible object from the outset, the contract is absolutely null.
If a contracts contractual object, once possible, becomes impossible due to changed circumstances, the contract may be extinguished by impossibility of performance.
Ex; contracting for the sale of a car, and the car gets struck by lightening and is destroyed.
Impossibility means “absolutely impossible for anyone to perform.” It does not mean that it is more burdensome, or more troublesome. There is no doctrine of impracticability in Louisiana.
(i) Hypo 1—Glenn hires Maggie to build a house on his residential lot in New Orleans. The parties later determine that the land is not sufficiently stable to support a structure. Is this object impossible?
The object is impossible.
(ii) Hypo 2—Glenn hires Maggie to build a house on his residential lot in New Orleans. The parties agree to a price of $500,000. The parties later learn that the job will be significantly more difficult than expected due to the stability of the land. Maggie now estimates it will cost her $750,000 to perform the contract. Is this object impossible?
The object is not impossible just because it is more expensive or burdensome.
(b) Future Things—Future things may be the object of a contract. The fact that the object does not yet exist does not make the object impossible. However, the contract may be null if the thing never comes into existence. See La. Civ. Code art. 2450: “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….”
Determined or Determinable - Rules and Principles
(a) Rules—The object of a contract must be determined at least to its kind. The quantity of a contractual object may be undetermined, provided it is determinable.” (La. Civ. Code art. 1973)
(i) Kind—The object must be determined as to kind.
a. Hypo—Glenn has a tomato garden. He grows three different varieties of tomatoes: Bellestar, Banana Legs, and Better Boy. Maggie calls Glenn and offers to purchase 5 lbs of “tomatoes” for $1 each. Glenn agrees. Is the object sufficiently determined as to kind?
Maybe. The argument to get out of the contract would be that I never specified which type of tomatoes. If you want to enforce the contract, you would say that you just wanted tomatoes, no type.
(ii) Quality—La. Civ. Code art. 1973 does not speak to the determination of quality sufficient to support a contract. It is implicit that the obligor will deliver or perform according to commercially reasonable expectations unless the parties have otherwise agreed. See La. Civ. Code art. 1860: “When the performance consists of giving a thing that is determine as to its kind only, the obligor need not give one of the best quality but he may not tender one of the worst.” See also comment (b): “Under this Article, an obligor is deemed to have performed his obligation if he has delivered a thing of marketable quality.”
(iii) Quantity—The object of a contract must be determinable with respect to quantity.
a. Determination by Method—The quantity of the object of a contract may be determined by a method or calculation.
Does not have to be determined, just needs to be able to be determined.
a. Hypo—Glenn leases the land on which his tomato garden is located from Maggie. Glenn and Maggie have agreed that the rent will be a percentage of Glenn’s tomato sales each month. Is the quantity of the rent determinable?
b. Determination by Third Person—The determination of quantity may be determined by a third person. “If the determination of the quantity of the object has been left to the discretion of a third person, the quantity of an object is determinable. If the parties fail to name a person, or if the person named is unable or unwilling to make a determination, the quantity will be named by the court.” (La. Civ. Code art. 1974)
a. Hypo—Glenn agrees to sell Rick his entire crop of tomatoes. The parties agree that Darryl, a farming expert, will inspect the tomatoes after they are harvested and set the price. Is the price of the tomatoes determinable?
Yes it is determinable.
b. Failure of Third Person—Assume now that Darryl dies before he is able to set the price of Glenn’s tomatoes. Does this contract fail? Who, if anyone, can set the price?
The court may set the price.
c. Requirements and Outputs Contracts—“The quantity of a contractual object may be determined by the output of one party or the requirements of another. In such a case, output or requirements must be measured in good faith.” (La. Civ. Code art. 1975)
