Robert and Jeanne Sutherland signed a contract with Coffman Homes, LLC to construct a house in Kenner. The contract provided the contractor would build a single or two-story single family residence in accordance with drawings and specifications prepared or to be prepared by the owner’s architect, who was unidentified, and to be dated and signed by the parties. The residence was to be built on certain described property. The contract contained a liquidated damages clause which stated that if the owner cancelled the contract at any time and for any reason, the owner agreed and stipulated that liquidated damages in the amount of $20,000.00 would be paid to the contractor, together with costs and attorney’s fees of 25%.
After the contract was signed, the Sutherlands met with an architect in an attempt to have plans drafted for construction of the house. They were not satisfied with any of the proposed house plans; those that had all of the features they desired would not fit on the lot because of its odd shape. The Sutherlands informed the contractor they were not going to build a house. Coffman sued to recover the stipulated damages, costs and attorney’s fees. The trial court rendered judgment in favor of Coffman. The Sutherlands appealed.
The Sutherlands first contended there was no meeting of the minds as to the object of the contract and no agreement as to the price. The court of appeal rejected the argument, finding the contract clearly set forth the object of the contract: Coffman was to build a single family residence as shown on plans to be obtained. Under the contract, the exact specifications for the residence were to be determined by drawings prepared by the owner’s architect. The fact there were no drawings or specifications submitted at the time the agreement was confected was specifically contemplated in the agreement which stated: “specifications prepared or to be prepared by the owner’s architect.” That provision did not make the object of the contract uncertain. The object was determinable and susceptible of being made definite by timely action. Further, the court of appeal found the trial court did not err in finding the work was to be done on a cost plus basis and that was an agreed price certain.
The Sutherlands next argued the contract contained a suspensive condition that was not fulfilled through no fault on their part so that the contract was unenforceable based on the failure of the condition. The court of appeal found the obligation of the Sutherlands was to provide the plans to Coffman which was not a condition to the Sutherlands’ performance, but rather to Coffman’s performance. The Sutherlands could not, by their actions, transform their own obligation to provide plans and specifications into a condition that cancels the obligation itself.
The Sutherlands contended the trial court erred in failing to rescind the contract based on a vice of error or consent. The court of appeal held any defect in consent was created entirely by the Sutherlands and was entirely within their control to cure. The argument was rejected.
Finally, the Sutherlands argued even if there was a valid and enforceable contract between the parties, the stipulated damages were unconscionable and therefore unenforceable. Stipulated damages may not be modified by the court unless they are so manifestly unreasonable as to be contrary to public policy. There was no testimony, discussion, or objection to the stated damages prior to the institution of the lawsuit. The Sutherlands agreed to the stipulated damages. The trial court found the stipulated damages conservatively approximated Coffman’s lost profit, and there was no error in that holding. The judgment of the trial court was affirmed. Coffman Homes, LLC v. Sutherland, 10-178 (La.App. 5 Cir. 2/15/11), 60 So.3d 52, writ denied, 2011-10111 (La. 6/24/11), 64 So.3d 223.