law-BoC
Breach of Contract Elements in Texas
The elements of a breach of contract claim are (1) the existence of a valid contract between plaintiff and
defendant, (2) the plaintiff's performance or tender of performance, (3) the defendant's breach of the
contract, and (4) the plaintiff's damage as a result of the breach. 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 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. Id. To establish a valid
contract, a plaintiff must prove that the parties agreed on all of the essential terms of the contract and that
the essential terms were sufficiently certain so as to define the parties' legal obligations. See Nickerson v.
E.I.L. Instruments, Inc., 874 S.W.2d 936, 939 (Tex. App.--Houston [1st Dist.] 1994, writ denied). If a contract is
so indefinite that a court cannot determine the legal obligations and liabilities of the parties, it is not
enforceable. See T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218, 221 (Tex. 1992); Moore v.
Dilworth, 142 Tex. 538, 542-43, 179 S.W.2d 940, 942 (1944); Cytogenix, Inc. v. Waldroff, 213 S.W.3d 479,
485 (Tex. App.--Houston [1st Dist.] 2006, pet. denied).
MATERIAL BREACH BY ONE PARTY EXCUSES PERFORMANCE BY OTHER
Williams's arguments invoke the well-settled principle that a material breach by one party to a contract can
excuse the other party from any obligation to perform. See Mustang Pipeline Co. v. Driver Pipeline Co., 134
S.W.3d 195, 196 (Tex. 2004) ("It is a fundamental principle of contract law that when one party to a contract
commits a material breach of that contract, the other party is discharged or excused from further
performance.").
Williams v. Jackson (Tex.App.- Houston [1st Dist.] Oct. 9, 2008)(Radack)
(attorney fee dispute, sworn account suit, no duress, no excuse to payment of attorney's fees per agreement)
AFFIRM TC JUDGMENT: Opinion by Chief Justice Radack
Before Chief Justice Radack, Justices Nuchia and Higley
01-07-00850-CV Charlie C. Williams v. Freddie N. Jackson
Appeal from Co Civil Ct at Law No 4 of Harris County
Trial Court Judge: Hon. Roberta A. Lloyd
Whether a party to a contract has breached the contract is generally a question of law for the court, which
determines as a matter of law what the contract requires of the parties. See Meek v. Bishop Peterson &
Sharp, P.C., 919 S.W.2d 805, 808 (Tex. App.--Houston [14th Dist.] 1996, writ denied). When the terms of a
contract are clear and unambiguous, and the facts concerning breach or performance are undisputed or
conclusively established, the trial court decides, as a matter of law, whether the facts show performance or
breach. See id. Resolution by the fact-finder is appropriate to resolve underlying factual disputes that pertain
to the alleged breach, but not the breach itself. See id.
Materiality of a breach--the question whether a party's breach of a contract will render the contract
unenforceable--generally presents a dispute for resolution by the trier of fact. See Continental Dredging, Inc.
v. De-Kaizered, Inc., 120 S.W.3d 380, 394-95 (Tex. App.--Texarkana 2003, pet. denied) (citing Hudson v.
Wakefield, 645 S.W.2d 427, 430 (Tex. 1983)). Materiality of a breach and the resulting unenforceability of the
agreement breach can, however, present questions for the court to resolve as a matter of law. See Mustang
Pipeline Co., 134 S.W.3d at 198-200 (holding that material breach occurred as matter of law, given that
contract stated that "'all time limits . . . are of the essence"; further holding that breach discharged Mustang
from further performance).