law-contract
CONTRACT ELEMENTS
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)