Comment by Christian Paul Callens
A Louisiana attorney does not have to venture far from home before being asked by a non-Louisiana peer, “Does Louisiana still use that weird Napoleonic Code?” To answer this question, the attorney should point out that Louisiana never adopted the Code Napoleon of 1804; rather, it enacted its own civil code, unique to its own heritage, though influenced by the laws of France and Spain. Nevertheless, many non-Louisiana practitioners still visualize Louisiana as a jurisdiction clinging to a seemingly antiquated doctrine and rebuffing the proposals of the alluring Uniform Commercial Code (U.C.C.).
Upon the recommendation of the Louisiana State Law Institute (LSLI), Louisiana adopted U.C.C. articles 1 (General Provisions), 3 (Negotiable Instruments), 4 (Bank Deposits), 5 (Letters of Credit), 7 (Warehouse Receipts), and 8 (Investment Securities) in the 1970s, none of which displaced the Civil Code. The LSLI did not recommend the adoption of U.C.C. articles 2 (Sales) and 9 (Secured Transactions) because those provisions would have had “an undesirable impact upon [the] important areas of Louisiana civilian heritage” governing sales contracts and security rights. In 1988, Louisiana retreated from its position and adopted U.C.C. article 9. In July 1993, the Louisiana legislature achieved a compromise between Louisiana law and U.C.C. article 2 by enacting new civil code provisions governing the law of sales, many of which were inspired by U.C.C. article 2.
This compromise was reached because of the inherent similarities between the Louisiana Civil Code and the U.C.C., which are deeper than the official comments to the new articles suggest. Part II of this Comment examines the similarities between the Louisiana Civil Code and the U.C.C. in order to explain the partial merger of these two different systems governing the law of sales. To exemplify this merger, Part III of this Comment explores the history of the civilian requirement of a determinate price in sales contracts and the meaning of the U.C.C.'s open price provision, focusing especially upon the implications for Louisiana's sales law of incorporating U.C.C. principles.
About the Author
Christian Paul Callens.
Citation
69 Tul. L. Rev. 1649 (1995)