Meta description: Learn what Ever-Tite Roofing Corp. v. Green says about contract acceptance, cancellation, and breach under Louisiana law.
When does a signed contract become binding if one party has not yet started the visible work? In Ever-Tite Roofing Corp. v. Green, a Louisiana appeals court considered that question after a roofing contractor prepared to begin a residential job and the homeowners hired someone else. The decision is often cited for its explanation of acceptance by performance: under Louisiana law, beginning the promised performance can communicate acceptance and create a contract. The case also shows why contract language, timing, and clear notice matter when a customer wants to cancel.
Case Summary
Ever-Tite Roofing Corp. v. Green, 2012-102 (La. App. 5 Cir. 9/11/12), 103 So. 3d 1222, involved a roofing agreement between Ever-Tite Roofing Corporation and homeowners Richard and Mary Green. The contractor agreed to replace the roof for a stated price. After the agreement was signed, Ever-Tite checked the homeowners’ credit, arranged the job, and dispatched a crew with materials. By the time its workers arrived, the Greens had decided to use another contractor and refused to let the crew begin.
Ever-Tite sued, arguing that the Greens had breached a binding contract. The Louisiana Fifth Circuit Court of Appeal examined whether the agreement had been accepted before the homeowners tried to cancel it. It concluded that Ever-Tite had accepted through its preparatory actions and the dispatch of its crew, making the agreement enforceable. The court ruled in the contractor’s favor.
What Happened Between the Roofing Company and the Homeowners
The Greens signed Ever-Tite’s written proposal for roofing work. The agreement included provisions related to financing and cancellation. After receiving the signed document, Ever-Tite conducted a credit check and moved forward with preparations for the project. The company gathered materials and sent a crew to the property.
The record showed that Ever-Tite’s workers had been dispatched before the company learned that the Greens did not want the work done. The homeowners had made arrangements with a different roofer and did not allow Ever-Tite’s crew to start. Ever-Tite then sought compensation for the breach, asserting that its acceptance had already made the contract binding.
The dispute was not simply about whether the Greens had signed a document. It concerned whether Ever-Tite had accepted the offer in the manner permitted by Louisiana contract law—and whether that acceptance happened before the homeowners communicated their decision to use a different contractor.
The Court’s Decision
The Fifth Circuit held that Ever-Tite had accepted the Greens’ offer by beginning performance. The court relied on Louisiana Civil Code article 1937, which provides that an offer may be accepted by performance when the offeror has invited that method of acceptance. In that situation, acceptance is generally effective when the offeree begins the requested performance.
The court considered Ever-Tite’s steps in context. After receiving the signed agreement, the company proceeded with the credit check, organized the job, loaded the necessary materials, and sent the crew to the home. These were not merely words expressing an intention to accept. The actions showed that Ever-Tite had started carrying out the roofing agreement.
Because Ever-Tite’s performance had begun before it received notice that the Greens wanted to cancel, the contract had been formed. The homeowners could not undo that acceptance simply by refusing to let the workers onto the roof. Their decision to hire another contractor instead amounted to a breach, according to the court.
Acceptance by Performance Under Louisiana Law
Contract acceptance does not always require a separate, formal message saying, “I accept.” Depending on the offer’s terms and the applicable law, conduct can communicate acceptance. Louisiana Civil Code article 1927 states that a contract is formed by the consent of the parties established through an offer and an acceptance. Article 1937 addresses a particular way an offer may be accepted: beginning performance when the offer invites that method.
That rule can matter in service agreements, construction projects, and other arrangements where the expected next step is for the provider to begin work. A contractor’s mobilization, preparation of materials, or dispatch of a crew may be evidence of acceptance. The legal effect depends on the facts, including the agreement’s wording, what the parties understood, and whether performance actually began before an attempted revocation or cancellation.
Important distinction: Ever-Tite does not mean that every internal business step automatically forms a contract. The court evaluated a sequence of concrete actions directed toward completing the specific job. A different agreement might expressly require written confirmation, a deposit, financing approval, or another condition before it becomes binding.
Why Timing and Notice Were Central
The timing of the parties’ actions was central to the dispute. Under Louisiana Civil Code article 1930, an offer may generally be revoked before acceptance, subject to the rules governing the offer and any applicable conditions. But once acceptance has occurred, a later attempt to withdraw from the deal does not necessarily prevent contract formation.
In Ever-Tite, the court found that the contractor had begun performance before it learned that the homeowners wanted to cancel. That sequence mattered: the homeowners’ decision to hire a different roofer did not reach Ever-Tite in time to prevent acceptance. The case therefore highlights a practical lesson for both sides: a cancellation decision should be communicated promptly, and the parties should not assume that an unspoken intention—or a message sent after work has begun—ends a contractual obligation.
The outcome could be different if a customer clearly revokes an offer before the contractor accepts it, or if the contract gives the customer a specific cancellation right. The decision must be read alongside the agreement and the facts, not as a rule that a signed proposal can never be canceled.
The Role of Contract Terms and Conditions
Written agreements can define when a contract takes effect and what steps are required before work begins. For example, a document may make the project contingent on financing approval or state that it is not binding until an authorized representative signs it. A court will consider such terms when deciding whether the parties formed a contract and whether a condition was satisfied.
Cancellation language also deserves careful attention. A contract might provide a limited period to cancel, specify how notice must be delivered, or require payment of certain costs after work has started. Those provisions are not interchangeable. A contractual cancellation right may allow termination under stated conditions, while a general attempt to back out after acceptance may constitute breach.
In Ever-Tite, the court’s decision rested on the agreement and the evidence of what the parties did after signing. The takeaway is not that a contractor can disregard written conditions. Rather, contract language and conduct must be read together to determine whether an offer was accepted, whether a condition was fulfilled, and whether a cancellation provision applies.
Practical Lessons for Homeowners and Contractors
For homeowners
- Read the cancellation terms before signing. Check deadlines, required notice methods, financing conditions, and any stated fees or other obligations.
- Communicate a cancellation clearly and promptly. Use the contact method specified in the agreement and keep dated records of the message and any response.
- Do not assume work must start on-site before a contract becomes binding. Mobilization and other concrete steps may count as beginning performance, depending on the contract and applicable law.
- Keep copies of the proposal and related messages. These can help establish what was agreed and when notice was given.
For contractors
- State when an agreement becomes effective. Explain whether acceptance requires a signature, approval, deposit, or another clearly identified step.
- Document the start of performance. Records of material preparation, scheduling, dispatch, and customer communications may matter if a dispute arises.
- Confirm important conditions in writing. Financing, permits, material availability, and other contingencies should be described clearly.
- Use understandable cancellation procedures. A clearly written process can reduce disagreements about whether and when a customer may withdraw.
What the Case Does Not Decide
Ever-Tite is a Louisiana appellate decision, not a nationwide rule. Contract law varies among states, and the legal effect of a contractor’s preparations depends on the governing law and the specific agreement. In another state, a court could apply different statutes or precedents.
The decision also does not establish that every contractor is entitled to the full contract price whenever a customer cancels. The amount recoverable in a breach-of-contract case is a separate question that depends on the claims, evidence, contract terms, and applicable remedies. Ever-Tite is principally useful for its analysis of formation and acceptance by performance.
Nor does the case eliminate statutory protections that may apply to certain consumer transactions. Federal or state rules can give consumers cancellation rights in particular circumstances, and special requirements may apply to home-improvement contracts. Those protections must be considered separately from the general contract principles discussed in the opinion.
Why Ever-Tite Roofing Corp. v. Green Matters
Ever-Tite Roofing Corp. v. Green is a useful example of how a contract can be accepted through conduct rather than a separate acceptance notice. The Louisiana Fifth Circuit treated the contractor’s preparations and dispatch of its crew as the start of performance under the agreement. Because those steps occurred before the contractor received the homeowners’ cancellation decision, the court found that a binding contract had been formed.
For anyone reviewing a roofing or home-improvement agreement, the case underscores three practical points: the written terms control, acceptance may occur through action, and timing can determine whether a cancellation is effective. When a dispute involves significant costs or unclear contract language, advice from a qualified lawyer in the relevant state can help assess the parties’ rights.