A contract means a promise, or sets of promises, the performance of which the law recognizes to be a duty and for the breach of which the law confers a remedy. A contract may be either written or oral, unless the contract is required to be written by law. An oral agreement is just as binding and effectual as an agreement in writing.
In Texas, the elements that are generally required to create an
(1) An offer;
(2) Acceptance in strict compliance with terms of the offer;
(3) A meeting of the minds with respect to both the subject matter of the agreement and all of its essential terms;
(4) A communication that each party has consented to the terms of the agreement;
(5) For a written contract, execution and delivery of the contract with an intent that it become mutual and binding on both parties; and
Angelou v. African Overseas Union, 33 S.W.3d 269, 278 (Tex.App.-Houston [14th Dist.] 2000, no pet.).
To constitute a valid contract, the minds of the parties must meet with respect to the subject matter of the agreement, and as to all of its essential terms; and all of them must agree to the same thing in the same sense at the same time. Solis v. Evins, 951 S.W.2d 44, 49 (Tex.App.--Corpus Christi 1997, no writ). Their consent or agreement must comprehend the whole proposition, and the agreement must comprise all the terms which they intend to introduce into it. Id. There is no contract where material terms are left for future adjustment, or are not agreed upon. Id.
The determination of a meeting of the minds related to the offer and acceptance is based on the objective standard of what the parties said and did and not on their subjective state of mind. Copeland v. Alsobrook, 3 S.W.3d 598, 604 (Tex.App.-San Antonio 1999, pet. denied). Unexpressed subjective intent is irrelevant. Id.
In determining whether mutual assent or a meeting of the minds is present, the court looks to the communications between the parties and to the acts and circumstances surrounding these communications. Wiley v. Bertelsen, 770 S.W.2d 878, 882 (Tex.App.-Texarkana 1989, no writ). The offer must be clear and definite just as there must be a clear and definite acceptance of all terms contained in the offer. Gulf Coast Farmers Co-op. v. Valley Co-op Oil Mill, 572 S.W.2d 726, 737 (Tex.Civ.App.-Corpus Christi 1978, no writ). Where a meeting of the minds is contested, determination of the exis- tence of a contract is a question of fact. Runnells v. Firestone, 746 S.W.2d 845, 849 (Tex.App.- Houston [14 th Dist.] 1988), writ denied per curiam, 760 S.W.2d 240 (Tex.1988). If the factfinder determines that one party reasonably drew the inference of a promise from the other party's conduct, that promise will be given effect in law. Copeland v. Alsobrook, 3 S.W.3d 598, 605 (Tex.App.-San Antonio 1999, pet. denied).
Every contract must have consideration to be enforceable. What constitutes consideration for a contract is a question of law. Williams v. Hill, 396 S.W.2d 911, 913 (Civ. App.-Dallas 1965, no writ)]. In Solomon v. Greenblatt, the court stated
"A valuable and sufficient consideration for a contract may consist of either a benefit to the promisor or a loss or detriment to the promisee. In other words, sufficient consideration for the agree- ment may consist of some right, interest, profit, or benefit that accrues to one party, or, alternatively, of some forbearance, loss, or responsibility that is undertaken or incurred by the other party. Accordingly, it is not necessary that the promisor receive a benefit under the agreement. On the contrary, if the promisee parts with some legal right or sustains some legal injury as the induce- ment for the agreement, this will be sufficient."
Solomon v. Greenblatt, 812 S.W.2d 7, 15 (Tex.App.- Dallas 1991, no writ).
Parties to contracts are free to make bad bargains. A signed, written contract is presumed to be supported by consideration. Nolana Development Association v. Corsi, 682 S.W.2d 246, 250 (Tex. 1984). If a written contract expressly states the consideration on which it is based, a court usually will not inquire into its adequacy. Neeley v. Intercity Management Corp., 623 S.W.2d 942, 953 (Tex. App.-Houston [1st Dist.] 1981, no writ). The presumption may be rebutted, however, by competent evidence that there was in fact no consideration for the agreement. Fourticq v. Fireman's Fund Ins. Co., 679 S.W.2d 562, 566 (Tex. App.- Dallas 1984, no writ).