PJC Business

C ONTRACTS

PJC 101.1

PJC 101.1

Basic Question—Existence

QUESTION ______ Did Paul Payne and Don Davis agree [ insert all disputed terms ]? [Insert instructions, if appropriate.] Answer “Yes” or “No.” Answer: _______________ COMMENT When to use. PJC 101.1 submits the issue of the existence of an agreement. It should be used if there is a dispute about the existence of an agreement or its terms and a specific factual finding is necessary to determine whether the agreement constitutes a legally binding contract. (See the discussion of consideration and essential terms below.) Usually PJC 101.1 will apply in cases involving oral agreements, oral modifi cation of written agreements, implied contracts, and agreements based on several writ ten instruments. Broad-form submission. PJC 101.1 is a broad-form question designed to be accompanied by one or more appropriate instructions. Tex. R. Civ. P. 277 requires that “the court shall, whenever feasible, submit the cause upon broad-form questions.” Tex. R. Civ. P. 277; see Thota v. Young , 366 S.W.3d 678, 689 (Tex. 2012) (rule 277’s use of “whenever feasible” mandates broad-form submission in any or every instance in which it is capable of being accomplished). For further discussion, see PJC 116.2 regarding broad-form issues and the Casteel doctrine. Meeting of the minds. Both express and implied contracts require the element of mutual agreement, “which, in the case of an implied contract, is inferred from the cir cumstances. . . . The conception is that of a meeting of the minds of the parties as implied from and evidenced by their conduct and course of dealing, . . . the essence of which is consent to be bound.” McAllen Hospitals, L.P. v. Lopez , 576 S.W.3d 389, 392 (Tex. 2019) (quoting Haws & Garrett General Contractors, Inc. v. Gorbett Bros. Welding Co. , 480 S.W.2d 607, 609 (Tex. 1972)) (internal citations omitted). Essential terms. To be enforceable, a contract must be reasonably definite and certain. T.O. Stanley Boot Co. v. Bank of El Paso , 847 S.W.2d 218, 221 (Tex. 1992). Failure to agree on or include an essential term renders a contract unenforceable. T.O. Stanley Boot Co. , 847 S.W.2d at 221. The court should include in PJC 101.1 all dis puted terms essential to create an enforceable agreement. Generally, what the essential terms are is a matter of law and depends on the type of contract. The court has noted

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