- Tribunal de Apelación en lo Civil y Comercial de Asunción
- José Carlos Gómez Vaezken v. L.J.P S.A.
SERVICE CONTRACT - BETWEEN TWO PARAGUAYAN PARTIES - UNIDROIT PRINCIPLES IN SUPPORT OF THE SOLUTION ADOPTED UNDER APPLICABLE DOMESTIC LAW (PARAGUAYAN LAW)
DEFINITION OF AN OFFER – REFERENCE TO ART. 2.1.2 UNIDROIT PRINCIPLES
CONTRACT INTERPRETATION - RELEVANCE OF THE PREVIOUS CONDUCT OF ONE OF THE PARTIES - REFERENCE TO ART. 4.3 UNIDROIT PRINCIPLES
CLAIMANT, a Paraguayan architect, filed a law suit against RESPONDENT, a Venezuelan construction company, seeking to receive payment of professional fees for work performed in relation to three buildings.
RESPONDENT alleged that the agreement between the parties only referred to the obligation to pay professional fees for work related to one building, while there was no reference to the other two buildings. Further, RESPONDENT sustained that the professional fees agreed upon for the first building have already been paid to CLAIMANT.
In order to determine what the actual intent of the parties was, the Court of Appeals had to determine whether an “offer” was ever made by RESPONDENT to CLAIMANT in regards to the other two buildings. In this context the Court referred not only to Art. 674 of the Paraguayan Civil Code, but also to Article 2.1.2 of the UNIDROIT Principles for a precise definition of an offer.
Further, the Court made reference to the rule of interpretation provided by Article 4.3 UNIDROIT Principles. In particular, the Court found that from the previous conduct of RESPONDENT it could be inferred that the latter used to comply with certain formalities when contracting.
One of the members of the Court voted in the sense that CLAIMANT failed to prove that a concrete offer was made by RESPONDENT, and concluded that RESPONDENT was not obliged to make any additional payments to CLAIMANT.
However, the other two members of the Court voted on the contrary. According to them, CLAIMANT had proved that it was entitled to payment for professional fees he was requesting. Therefore, the Court confirmed the ruling of the Judge of First Instance, in the sense that the CLAIMANT was entitled to an additional payment for professional fees from RESPONDENT.
Decision kindly provided by Professor José Antonio Moreno Rodriguez}}