Insight

Be Careful What You Do in Addition to What You Sign: How Conduct Can Confirm an Agreement in the Absence of a Signature

Be Careful What You Do in Addition to What You Sign: How Conduct Can Confirm an Agreement in the Absence of a Signature

Robert M. "Rob" Steeg

Robert M. "Rob" Steeg

August 9, 2021 05:21 PM

In the recent case of Harp v. Bryan (consolidated with Wade v. Bryan and Lewis v. Bryan), decided by the Louisiana Court of Appeals for the First Circuit, it seems pretty clear that the court felt that one of the parties to a real estate transaction was trying to avoid its obligations by asserting that it had never signed the document (an option to purchase) in question. The court didn’t let that party avoid its obligations because that party had engaged in conduct consistent with the document, and the court therefore ruled that the non-signing party had nevertheless confirmed the agreement and was bound by it.

The lesson is: what a person does can be as important as what they sign.

Harp v. Bryan – Background

In the Harp case, a husband and wife owned a piece of property along Bayou Lafourche in Leeville, Louisiana. They operated an RV park and a marina on the property. They had several tenants on this property, some of whom operated businesses on their leased premises that were related to the RV park and marina business.

These leases each contained an agreement by which the tenant had the option to purchase its leased premises at the end of the 10-year lease term, and each tenant paid a lump sum to the landlord in advance, to serve as the payment of the purchase price if and when the option to purchase was exercised.

The problem was, only the husband property owner signed the option to purchase document. The wife did not.

The husband died, and the wife (now widow) refused to recognize the option to purchase, insisting that the leases expired at the end of their 10-year terms without any right on the part of the tenants to purchase the property.

Louisiana Court of Appeals for the First Circuit Ruling

It was undisputed that the wife had not signed the option to purchase documents. However, the wife had acted in a manner that was entirely consistent with the option to purchase documents. The appellate court held that the documents were not “absolutely null” but instead were “relatively null,” which means that they were capable of being ratified and thus becoming effective agreements.

They were “relatively null” because they were not signed by both husband and wife. However, through her actions, the wife confirmed the agreements and turned them into binding, effective documents.

Even though she did not sign the document for the option to purchase, the wife did engage in the following:

  • She received and invested the lump sum payments made by each tenant, on behalf of her husband and herself.
  • She told her husband that she objected to the purchase option, and when he told her that he insisted on it, she acquiesced and acknowledged that it was his decision to make.
  • She signed one of the documents as a witness.
  • She was aware that each lessee made extensive capital improvements and investments in their respective properties, with the intention of recouping those investments over a period longer than the 10-year period of the lease.

The Lesson About Agreements

Some documents in Louisiana require a signature before a notary public, and without all of the requisite signatures, those documents are “absolute” nullities and cannot be confirmed, ratified or revived. However, your garden-variety agreement, if not fully executed, is only a “relative” nullity, and a person who fails to sign such an agreement can still be bound by it, if that person ratifies and confirms the agreement by his or her conduct.

Related Articles

House Trap


by Heidi E. Storz

Special districts are often being used as profit centers that leave residents to foot the bill. These homeowners deserve protection from unscrupulous developers who attempt to fleece them and avoid accountability.

Special Districts Changing Property Ownership

Announcing the 2022 Best Lawyers: Real Estate and Infrastructure Publication


by Best Lawyers

Featuring the top legal talent from The Best Lawyers in America, Best Lawyers: Ones to Watch in America and "Lawyer of the Year" recipients for real estate and infrastructure as well as thought leadership from some of the nation's top lawyers.

Real Estate and Infrastructure Publication

Choosing a Title Company: What a Seller Should Expect


by Roy D. Oppenheim

When it comes to choosing a title company, how much power exactly does a seller have?

Choosing the Title Company As Seller

Is New Always Better?


by Janice Zhou

The rapid rise of gentrification in major cities leaves residents wondering.

Road facing bridge at sunset

Gimme Shelter


by Janice Zhou

Being able to afford housing in Boston, and other desirable cities like it, is increasingly out of reach for too many. What can be done, legally and politically, to combat the problem?

Housing Shortage in Boston

Great Rebuild


by Best Lawyers

Néstor Méndez discusses labor peace, junk-bond repercussions, and the laudable resilience of those who call this storm-battered island home.

An Interview With Pietrantoni Méndez & Alvare

WATCH: Best Lawyers Discusses COVID-19 & Rental Agreements


by Best Lawyers

Three legal experts join the CEO of Best Lawyers to talk about a general approach to “the rental” market and what happens if tenants can’t pay rent in May.

COVID-19 Panel: Rental Agreements

Impact of Climate Change on Real Estate Law


by Best Lawyers

Dr. Christian Schede discusses rent in large cities, the effect of Airbnb, and more.

An Interview With Greenberg Traurig

Property Rights...and Wrongs


by Chad Cooper and Steven S. Kaufman

Winning a legal battle often boils down to finding and targeting the weakest part of an opponent’s case. Four recent real estate disputes in northeast Ohio are good examples.

Strategies for Real Estate Litigation

Trending Articles

Announcing the 2023 The Best Lawyers in America Honorees


by Best Lawyers

Only the top 5.3% of all practicing lawyers in the U.S. were selected by their peers for inclusion in the 29th edition of The Best Lawyers in America®.

Gold strings and dots connecting to form US map

Best Lawyers: Ones to Watch in America for 2023


by Best Lawyers

The third edition of Best Lawyers: Ones to Watch in America™ highlights the legal talent of lawyers who have been in practice less than 10 years.

Three arrows made of lines and dots on blue background

Announcing the 2022 Best Lawyers® in the United States


by Best Lawyers

The results include an elite field of top lawyers listed in the 28th Edition of The Best Lawyers in America® and in the 2nd Edition of Best Lawyers: Ones to Watch in America for 2022.

2022 Best Lawyers Listings for United States

Famous Songs Unprotected by Copyright Could Mean Royalties for Some


by Michael B. Fein

A guide to navigating copyright claims on famous songs.

Can I Sing "Happy Birthday" in Public?

Announcing the 2023 The Best Lawyers in Canada Honorees


by Best Lawyers

The Best Lawyers in Canada™ is entering its 17th edition for 2023. We highlight the elite lawyers awarded this year.

Red map of Canada with white lines and dots

Choosing a Title Company: What a Seller Should Expect


by Roy D. Oppenheim

When it comes to choosing a title company, how much power exactly does a seller have?

Choosing the Title Company As Seller

What the Courts Say About Recording in the Classroom


by Christina Henagen Peer and Peter Zawadski

Students and parents are increasingly asking to use audio devices to record what's being said in the classroom. But is it legal? A recent ruling offer gives the answer to a question confusing parents and administrators alike.

Is It Legal for Students to Record Teachers?

Announcing the 2022 Best Lawyers in Canada™


by Best Lawyers

The results include an elite field of top lawyers listed in the 16th Edition of The Best Lawyers in Canada™ and 1st Edition of Best Lawyers: Ones to Watch in Canada.

Announcing the 2022 Best Lawyers in Canada™

Caffeine Overload and DUI Tests


by Daniel Taylor

While it might come as a surprise, the over-consumption of caffeine could trigger a false positive on a breathalyzer test.

Can Caffeine Cause You to Fail DUI Test?

The Real Camille: An Interview with Johnny Depp’s Lawyer Camille Vasquez


by Rebecca Blackwell

Camille Vasquez, a young lawyer at Brown Rudnick, sat down with Best Lawyers CEO Phillip Greer to talk about her distinguished career, recently being named partner and what comes next for her.

Camille Vasquez in office

Announcing the 2022 "Best Law Firms" Rankings


by Best Lawyers

The 2022 “Best Law Firms” publication includes all “Law Firm of the Year” recipients, national and metro Tier 1 ranked firms and editorial from thought leaders in the legal industry.

The 2022 Best Law Firms Awards

All Eyes to the Ones on the Rise


by Rebecca Blackwell

Our 2023 honorees recognized in Best Lawyers: Ones to Watch™ in America tell us more about how their path to law formed, what lead them to their practice areas and how they keep steadfast in their passion to serve others.

Person walking between glass walls towards window

Wage and Overtime Laws for Truck Drivers


by Greg Mansell

For truck drivers nationwide, underpayment and overtime violations are just the beginning of a long list of problems. Below we explore the wages you are entitled to but may not be receiving.

Truck Driver Wage and Overtime Laws in the US

Announcing The Best Lawyers in Australia™ 2023


by Best Lawyers

The results include an elite field of top lawyers and firms from Australia.

The Best Lawyers in Australia™ 2023

Announcing the 2022 Best Lawyers™ in Australia


by Best Lawyers

The results include an elite field of top lawyers and firms.

Announcing the 2022 Best Lawyers™ in Australi

Announcing the 2022 Best Lawyers in South Africa™


by Best Lawyers

The results include an elite field of top lawyers and firms.

Announcing 2022 Best Lawyers in South Africa