U.S. Leasing Corp. v. Keiler
| Decision Date | 06 February 1974 |
| Docket Number | No. 6001,6001 |
| Citation | 290 So.2d 427 |
| Parties | UNITED STATES LEASING CORPORATION v. Edward KEILER and Samuel Buckley, et al. |
| Court | Court of Appeal of Louisiana — District of US |
Dodge, Friend & Wilson, Rhodes J. Spedale, Jr., New Orleans, for plaintiff-appellee.
Keiler & Buckley, New Orleans, Sam O. Buckley, for defendants-appellants.
Before GULOTTA, SCHOTT and MORIAL, JJ.
This case involves a contract of lease and comes to this court on appeal from the 24th Judicial District Court.
On March 26, 1970, the partnership of Keiler and Buckley, consisting of two lawyers, offered to lease a photocopier, Model 2500, to be supplied by Pitney Bowes, Inc., from United States Leasing Corporation (hereinafter referred to as U.S. Leasing) a California corporation. The terms of the offer to lease were for sixty (60) months at an original monthly rental of $24.12, later reduced by U.S. Leasing in its 'Acceptance Letter' to $23.45 per month for one month and fifty-nine monthly payments at $23.67.
Following a credit check of Keiler and Buckley and receipt by them of U.S. Leasing's 'Acceptance Letter', the photocopier was placed on appellants' premises. The rental period was to begin on June 30, 1970. Appellants made one payment of rent in the amount of $23.00 and continually complained to Pitney Bowes, Inc., that the machine did not properly function.
In January, 1971, U.S. Leasing did 'take possession' of the photocopier and sold it to Pitney Bowes, Inc., at private sale for $507.00. This sale was made outside Louisiana, without benefit or appraisal or advertisement.
U.S. Leasing instituted this action and claimed as followed:
Original amount contracted for
( 1 at $23.45) $ 23.45
(59 at $23.67) 1,396.53
---------
$1,419.98
Less Payments received to date: 23.00
---------
$1,396.98
Plus 10% of the total rent in
accordance with lease: $ 142.00
Plus accrued late charges: 17.50
---------
$1,556.48
Less amount realized from sale of
equipment: 507.00
---------
TOTAL $1,049.48
Plus judicial interest and attorney's fees.
The court below entered judgment in favor of U.S. Leasing for $1,049.48 plus judicial interest and twenty-five (25%) percent attorney's fees.
Appellants contend that there was never a contract of lease in that their offer was not timely accepted and, when accepted, the modification (reduced monthly rentals) in the acceptance of the offer constituted a new acceptance.
Appellants' offer specified no time within which it was to be accepted nor is there any implication that the appellants did not intend to make their offer irrevocable for a reasonable time within which U.S. Leasing could signify its acceptance. LSA-C.C. Articles 1800--1802; National Co. v. Navarro, La.App., 149 So.2d 648. The offer was not revoked prior to acceptance. LSA-C.C. Article 1809.
The change in the monthly rentals on the 'Acceptance Letter' is De minimis; it was not to the detriment of appellants, but to their benefit. After receipt of the 'Acceptance Letter' containing a statement of the reduced monthly rentals, appellants permitted the photocopier to be placed upon their premises and used it. In so doing appellants assented to the modification of their offer and accepted the benefits of the lease contract. LSA-C.C. Articles 1803 and 1806; Electric Neon Clock Co. v. Cooper, La.App., 83 So.2d 678. There was a uniting of the will of the parties on the substantial elements of the lease. In Louisiana the requisites for the formation of a contract of lease are: the thing; the price; and consent. LSA-C.C. Articles 2670--2671. All three are present and we find there was a lease.
The lease in Section 21--Default provides:
'(a) If lessee fails to pay when due any rent or other amount required herein to be paid by lessee, or if lessee fails to perform any other provision hereof within ten (10) days after lessor shall have demanded in writing performance thereof, or if for any reason lessee makes a bulk transfer of furniture, furnishings, fixtures or other equipment or inventory, or if lessee makes an assignment for the benefit of creditors, whether voluntary or involuntary . . . lessor shall have the right to exercise Any one or more of the following remedies:
(i) Lessor may recover from lessee all rents and other amounts then due and as they shall thereafter become due hereunder.
(ii) Lessor may take possession of any or all items of equipment, wherever same may be located, without demand or notice, without liability to lessee for any damages occasioned by such taking of possession. Any such taking of possession shall not constitute a termination of the lease.
'(iii) Lessor may recover from lessee, with respect to any and all items of equipment, and with or without repossessing equipment, the sum of (1) all rents and other amounts due and to become due less a prepayment credit for rent not yet due at said time, multiplied by two tenths of one percent (.2%); and (2) the reversionary value of equipment at the end of the current term which for purpose of this paragraph shall be ten percent (10%) of the total rent as set forth in paragraph 9 above; provided however, that upon repossession or surrender of equipment, lessor may sell or otherwise dispose of equipment, with or without notice and on public or private bid, and apply the net proceeds thereof (after deducting all expenses, including attorneys' fees, incurred in connection therewith), to the sum of (1) and (2) above, in the event lessor is unable to sell or otherwise dispose of equipment within a reasonable time, lessor may recover from lessee an amount not less than the sum of the rent and other amounts as set forth in (1) above and all expenses, including attorneys' fees, incurred in taking possession of equipment.
(iv) As to any item or items of equipment with respect to which this lease is terminated by lessor, lessor may recover from lessee as to each said item the worth at the time of such termination of the excess, if any, of the amount of rent reserved herein for said item for the balance of the term hereof over the then reasonable rental value of said item for the same period of time.
(v) Lessor may pursue any other remedy at law or in equity.'
'* * * This lease shall be governed by the law of the State of California.'
Louisiana recognizes the conflicts rule that a contract made in Louisiana may be made with reference to the law of some other state. Whiston v. Stodder, 8 Mart., O.S. 95; McKane v. New Amsterdam Casualty Co., 199 So. 175, 182. The nature, validity, and...
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