CONTRACT FORMATION - ELEMENTS OF A VALID CONTRACT
The elements of a valid contract are (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).
The elements of written and oral contracts are the same and must be present for a contract to be binding.
Wal-Mart Stores, Inc. v. Lopez, 93 S.W.3d 548, 555 (Tex. App.-Houston [14th Dist.] 2002, no pet.).
For an agreement to be enforceable, there must be a meeting of the minds with respect to its subject matter and
essential terms. Id. at 556. The determination of a meeting of the minds, and thus offer and acceptance, is based
on the objective standard of what the parties said and did. Id. The execution of a contract includes the
performance of all acts necessary to render it complete as an instrument. Verson Allsteel Press Co. v. Carrier
Corp., 718 S.W.2d 300, 303 (Tex. App.-Tyler 1985, writ ref'd n.r.e.) (per curiam).
The question of whether a contract contains all the essential terms for it to be enforceable is a question of law.
Beal Banks, S.S.B. v. Schleider, 124 S.W.3d 640, 654 n.8 (Tex. App.-Houston [14th Dist.] 2003, pet. denied).
What terms are material or essential to a contract are determined on a contract-by-contract basis, depending on
the subject matter of the contract at issue. T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218, 221 (Tex.
1992) ("Each contract should be considered separately to determine its material terms."). Three essential
elements of a contract for sale are "(1) the thing sold, which is the object of the contract; (2) the consideration or
price to be paid for the thing sold; and (3) the consent of the parties to exchange the thing for the price." John
Wood Group USA, Inc. v. ICO, Inc., 26 S.W.3d 12, 20 (Tex. App.-Houston [1st Dist.] 2000, pet. denied).
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)
M7 Capital LLC. v. Miller (Tex.App.- Houston [14th.] Mar. 25, 2010)(Christopher)
(option contract, existence of contract, existence of valid contract, performance)
REVERSED AND REMANDED: Opinion by Justice Christopher
Before Justices Anderson, Boyce and Christopher
14-08-00951-CV M7 Capital LLC v. Theodore B. Miller, Jr. a/k/a Ted B. Miller, Jr.
Appeal from 11th District Court of Harris County
Trial Court Judge: Mark Davidson
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