Existence of a Valid Contract

In determining the existence of a contract, there are certain contract elements which must be present in order to prove the existence of a contract or agreement between two parties.

A valid contract requires:

(1) an offer,

(2) an acceptance,

(3) a meeting of the minds,

(4) each party's consent to the terms, and

(5) execution and delivery of the contract with the intent that it be mutual and binding.

See Prime Prods., Inc. v. S.S.I. Plastics, Inc., 97 S.W.3d 631, 636 (Tex. App.--Houston [1st Dist.] 2002, pet. denied).

Generally, in Texas parties sue for breach of contract because the other party failed to perform or deliver on a promise or agreement under contract. As a matter of rule, oral or verbal contracts are actionable, however, a contract for real property or involving real property, there must be a written contract or agreement for it to be enforceable. See Texas Statute of Frauds.

To prevail on a breach-of-contract claim, the plaintiff must prove: (1) a valid contract between plaintiff and defendant existed; (2) the plaintiff performed or tendered performance; (3) the defendant breached the contract; and (4) the plaintiff sustained damages as a result of the breach.

Parties form a binding contract when the following elements are present: (1) an offer, (2) an acceptance in strict compliance with the terms of the offer, (3) a meeting of the minds, (4) each party's consent to the terms, and (5) execution and delivery of the contract with the intent that it be mutual and binding. Am. Nat'l Ins. Co. v. Warnock, 114 S.W.2d 1161, 1164 (Tex. 1938); Prime Prods., Inc. v. S.S.I. Plastics, Inc., 97 S.W.3d 631, 636 (Tex. App.--Houston [1st Dist.] 2002, pet. denied).

To be enforceable, the contract must be sufficiently certain to enable a court to determine the rights and responsibilities of the respective parties. T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218, 221 (Tex. 1992); America's Favorite Chicken v. Samaras, 929 S.W.2d 617, 622 (Tex. App.--San Antonio 1996, writ denied).

If a written contract agreement is not present, an injured party can still sue for breach so long as performance was tendered. This falls under the legal theory of "quantum meruit". What this means is that, say you have a business involving landscaping and yard maintenance. If someone hired your business to landscape the yard or maintain the yard or lot, though there may not be a written contract, if you do not get compensated for your work, then you have an action for breach under quantum meruit. In other words, the other party was or is unjustly enriched or benefited from your work, labor and or materials and therefore, under equity, it should only be fair that you get compensated for your legal performance.