Short answer. They are situations where the law itself lets someone lawfully holding your property keep it until he is paid — no agreement needed. The Civil Code says these legal pledges follow the same rules on possession, care and sale as ordinary ones, and that any surplus from a sale goes back to the debtor.
What the law says
are governed by the foregoing articles on the possession, care and sale of the thing as well as on the termination of the pledge. However, after payment of the debt and expenses, the remainder of the price of the sale shall be delivered to the obligor.
Civil Code, Article 2121 — Pledges by Operation of Law. Read the full provision →
What the law says
He who has executed work upon a movable has a right to retain it by way of pledge until he is paid.
Civil Code, Article 1731 — Retention Of Repaired Movable. Read the full provision →
What the law says
Necessary expenses shall be refunded to every possessor; but only the possessor in good faith may retain the thing until he has been reimbursed therefor.
Civil Code, Article 546 — Necessary and Useful Expenses. Read the full provision →
Pledges nobody agreed to
Most pledges are created by agreement: you hand something over as security because you undertook to. Article 2121 deals with the ones the law creates by itself. Pledges created by operation of law are governed by the foregoing articles on the possession, care and sale of the thing as well as on the termination of the pledge. Nobody has to sign anything for these to exist. They arise because a person is lawfully holding property and is owed money connected with it, and the Code lets him hold on until he has been paid.
Where they come from
The article points to familiar examples. Article 1731 covers the repairer: He who has executed work upon a movable has a right to retain it by way of pledge until he is paid. That is the mechanic who keeps your car, or the tailor who keeps the suit, until the bill is settled. Article 546 covers a possessor who has spent on property in his hands: Necessary expenses shall be refunded to every possessor; but only the possessor in good faith may retain the thing until he has been reimbursed therefor. Both give a right to hold — not a right to own.
Holding is not keeping
This is the point most often misunderstood, and both sides get it wrong. The holder does not become owner because a bill went unpaid, and he cannot simply use, sell or dispose of the item as he pleases. Article 2121 subjects him to the ordinary rules on the possession, care and sale of the thing, so he must look after what he holds and follow the proper route if it is ever to be sold. Equally, an owner cannot demand the thing back while refusing to pay what is genuinely due; the whole point of the right is that it survives that refusal.
The surplus belongs to the owner
The article closes with a protection for debtors: after payment of the debt and expenses, the remainder of the price of the sale shall be delivered to the obligor. A sale is meant to satisfy the debt, not to enrich the person holding the item, so whatever is left over goes back to the one who owed. If you are the owner, ask in writing for the exact amount claimed and an accounting of it, and consider paying under protest rather than losing the thing while you argue. If you are the holder, document the work, the bill and the demand. Take advice before any sale.
Related provisions
- Civil Code, Article 2121 — Pledges by Operation of Law
- Civil Code, Article 546 — Necessary and Useful Expenses
- Civil Code, Article 1731 — Retention Of Repaired Movable