PJC Business

Committee Note For the 2022 edition, the “Contracts” chapter has been substantially reorganized and updated. Following the initial “Admonitory Instructions,” “Contracts” is the first chapter in the book by design, not accident, since so many commercial, business, employment, insurance, construction, and oil and gas cases, plus other disputed issues requiring determination by juries, involve principles of contract law. Many of the PJCs remain the same, even if renumbered and reorganized. The reor ganization of this chapter divides the contents of the nonindustry-specific contract por tions by questions, then instructions (including defensive instructions), followed by comments on special contracts issues and quasi-contractual issues. The questions are now consolidated in the front. Instructions are now also consolidated, as are the com ments. In this way, we hope that the chapter is more user-friendly in helping practi tioners and courts prepare jury charges. The reorganization should also assist in tailoring the included PJCs to the specific aspects of disputes submitted to juries. For instance, there are areas where an instruction may be appropriate for an affirmative claim or for a defensive claim. Many issues of contract law are ones determined by courts as a matter of law, so naturally this publication focuses on those where a jury must determine the factual answers to questions that will assist the court in entering a judgment based on the evi dence adduced at trial. Three areas of the updated chapter are worth highlighting. First, an emphasis has been placed on clarifying the role of what may be proper in the context of formation of a contract as opposed to interpretation of a contract (e.g., surrounding circumstances). PJC 101.9 addresses contract formation. PJC 101.12 addresses instructions and guidance in connection with the interpretation of a contract. Second, the Committee recognizes that many contract cases now regularly include allegations of breach by opposing parties. Accordingly, the set of instructions based on Mustang Pipeline Co. v. Driver Pipeline Co. , 134 S.W.3d 195 (Tex. 2004), which had previously been available as a resource included in commentary, now is included as a separate stand-alone instruction at PJC 101.2B. Therefore, if the dispute involves only one side alleging a breach of a contract, PJC 101.2A remains the proper pattern to use. If, however, there are counter-allegations of breach, then PJC 101.2B is the recom mended, more proper pattern form to use. The chapter now also includes a separate stand-alone instruction on materiality at PJC 101.17 to be used with these questions as applicable. Additionally, the previous Comment PJC on consideration (PJC 101.14) has now been incorporated into PJC 101.18, “Defenses—Instruction on Plaintiff’s Material Breach When Only One Party Claims a Material Breach.” Third, when there are competing contentions of a contract’s meaning and interpre tation, often those are subsumed within a plaintiff’s claim for breach of contract, and the traditional method has been and remains an instruction using PJC 101.12 as the proper pattern form. If, however, the parties are asking a jury to determine the proper

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