Louisiana Civil Code

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CHAPTER 14 - AGREEMENTS PREPARATORY TO THE SALE

 

SECTION 1 - OPTION

Art. 2620. 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. 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. 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. 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. 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. 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. 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. 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. 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]

Art. 2629. 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. 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]

Arts. 2631-2641. [Reserved]

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