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.

What Makes a Valid Contract in Texas?

A legally enforceable and valid contract requires the following elements:

(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.

Prime Prods., Inc. v. S.S.I. Plastics, Inc., 97 S.W.3d 631, 636 (Tex. App.--Houston [1st Dist.] 2002, pet. denied). To prevail on a breach-of-contract claim or lawsuit, 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. Id.

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). Under settled principles of contract interpretation, Texas courts construe a contract as a matter of law to determine whether it can be enforced as written without resorting to parol evidence (that is evidence outside the contract itself). J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex. 2003). The primary concern that Texas courts look to is to ascertain the intent of the parties, as expressed in the contract instrument. R.P. Enters. v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517, 518 (Tex. 1980)).

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.

See, 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).

Finally, when interpreting contract disputes between parties, Texas courts look to

the parties' intentions as expressed in the document within the four corners of the contract, or within the confines of the contract terms itself. See, Frost Nat'l Bank v. L & F Distribs., Ltd., 165 S.W.3d 310, 311-12 (Tex. 2005); J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex. 2003). Texas courts, therefore, look to the entire writing and attempt to harmonize and give effect to all the provisions of the contract by analyzing these provisions with reference to the whole agreement. See, Frost Nat'l Bank, 165 S.W.3d at 312; J.M. Davidson, Inc., 128 S.W.3d at 229. Accordingly, no single provision is taken alone or given controlling effect; rather, all the provisions must be considered with reference to the whole instrument itself. See, J.M. Davidson, Inc., 128 S.W.3d at 229. A contract is unambiguous, and construed as a matter of law, if a court can give it a certain or definite legal meaning or interpretation. See also, Coker v. Coker, 650 S.W.2d 391, 393 (Tex. 1983) If an appellate court is unable to harmonize the provisions and give effect to all its clauses, the contract is susceptible to more than one reasonable interpretation and it is ambiguous. Coker, 650 S.W.2d at 393; United Protective Servs., Inc. v. W. Village Ltd. P'ship, 180 S.W.3d 430, 432 (Tex. App.--Dallas 2005, no pet.). Killeen v. Lighthouse Electrical Contractors (Tex.App.- Dallas 2007, pet denied)