law-contract
CONTRACT ELEMENTS
www.houston-opinions.com/files/1stCoA-2007-Haden-v-Sacks-by-Radack-contract-atty-fees-dispute.mht
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). Under settled principles of contract interpretation, we construe a contract as a matter of law to
determine whether it can be enforced as written without resorting to parol evidence. J.M. Davidson, Inc. v.
Webster, 128 S.W.3d 223, 229 (Tex. 2003). Our primary concern is to ascertain the intent of the parties, as
expressed in the contract instrument. Id. (citing R.P. Enters. v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d 517,
518 (Tex. 1980)).
Haden v. Sacks (reversed by Tex. 2008)
Although this question deals with the interaction of two documents, the rules of construction for insurance
contracts apply.[2] The starting point of this analysis is the instrument itself. See Coker v. Coker, 650 S.W.2d
391, 393 (Tex. 1983) (“If the written instrument is so worded that it can be given a certain or definite legal
meaning or interpretation, then it is not ambiguous and the court will construe the contract as a matter of law.”).
Existence of a Contract
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. 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, 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.
In construing a written contract, we must ascertain and give effect to the parties' intentions as expressed in the
document. 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). We, 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. 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." J.M. Davidson, Inc., 128 S.W.3d at 229. A contract is unambiguous, and
construed as a matter of law, if we can give it a certain or definite legal meaning or interpretation. Id.; 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)
08-0031 LIGHTHOUSE ELECTRICAL CONTRACTORS, L.P. v. ROBERT J. KILLEEN; from Bexar County; 4th
district (04-06-00780-CV, ___ SW3d ___, 11-14-07, pet. denied April 2008) (venue challenge, existence
elements of contract)