Instruction #300 [Breach of Contract—Introduction]:
Plaintiff claims that she and Defendant entered into a contract.
Plaintiff claims that Defendant breached this contract.
Plaintiff also claims that Defendant’s breach of this contract caused harm to Plaintiff for which Defendant should pay.
Defendant denies Plaintiff’s claims. Defendant also claims affirmative defenses.
Instruction #301 [Third Party Beneficiary]:
Plaintiff is not a party to the contract. However, Plaintiff may be entitled to damages for breach of contract if she proves that a motivating purpose of the contracting parties was for Plaintiff to benefit from their contract.
You should consider all of the circumstances under which the contract was made. It is not necessary for Plaintiff to have been named in the contract.
Instruction #302 [Contract Formation—Essential Factual Elements]:
Plaintiff claims that the parties entered into a contract. To prove that a contract was created, Plaintiff must prove all of the following:
1. That the contract terms were clear enough that the parties could understand what each was required to do;
2. That the parties agreed to give each other something of value [a promise to do something or not to do something may have value]; and
3. That the parties agreed to the terms of the contract.
When you examine whether the parties agreed to the terms of the contract, ask yourself if, under the circumstances, a reasonable person would conclude, from the words and conduct of each party, that there was an agreement. You may not consider the parties’ hidden intentions.
Instruction #303 [Breach of Contract—Essential Factual Elements]:
To recover damages from Defendant for breach of contract, Plaintiff must prove all of the following:
1. That Plaintiff and Defendant entered into a contract;
2. That Plaintiff did all, or substantially all, of the significant things that the contract required her to do, or that Plaintiff was excused from having to perform;
[3. That all conditions required by the contract occurred;
[or]
3. That the required conditions were waived or excused;]
[4. That Defendant failed to do something that the contract required him to do;]
[or]
4. That Defendant did something that the contract prohibited him from doing;]
5. That Plaintiff was harmed; and
6. That Defendant’s breach of contract was a substantial factor in causing Plaintiff’s harm.
Instruction #304 [Oral or Written Contract Terms]
Contracts may be written or oral.
Contracts may be partly written and partly oral.
Oral contracts are just as valid as written contracts.
Instruction #305 [Implied-in-Fact Contract]
In deciding whether a contract was created, you should consider the conduct and relationship of the parties as well as all the circumstances of the case.
Contracts can be created by the conduct of the parties, without spoken or written words. Contracts created by conduct are just as valid as contracts formed with words.
Conduct will create a contract if the conduct of both parties is intentional and each knows, or has reason to know, that the other party will interpret the conduct as an agreement to enter into a contract.
Instruction #306 [Unformalized Agreement]:
Defendant contends that the parties did not enter into a contract because they had not signed a final written agreement. To prove that a contract was created, Plaintiff must prove both of the following:
1. That the parties understood and agreed to the terms of the agreement; and
2. That the parties agreed to be bound before a written agreement was completed and signed.
Instruction #307 [Contract Formation—Offer]:
Both an offer and an acceptance are required to create a contract. Defendant contends that a contract was not created because there was never any offer. To overcome this contention, Plaintiff must prove all of the following:
1. That Plaintiff communicated to Defendant that she was willing to enter into a contract with Defendant;
2. That the communication contained specific terms; and
3. That, based on the communication, Defendant could have reasonably concluded that a contract with these terms would result if he accepted the offer.
If Plaintiff did not prove all of the above, then a contract was not created.
Instruction #308 [Contract Formation—Revocation of Offer]:
Both an offer and an acceptance are required to create a contract. Defendant contends that the offer was withdrawn before it was accepted. To overcome this contention, Plaintiff must prove one of the following:
1. That Defendant did not withdraw the offer; or
2. That Plaintiff accepted the offer before Defendant withdrew it; or
3. That Defendant’s withdrawal of the offer was never communicated to Plaintiff.
If Plaintiff did not prove any of the above, then a contract was not created.
Instruction #309 [Contract Formation—Acceptance]:
Both an offer and an acceptance are required to create a contract. Defendant contends that a contract was not created because the offer was never accepted. To overcome this contention, Plaintiff must prove both of the following:
1. That Defendant agreed to be bound by the terms of the offer. [If Defendant agreed to be bound only on certain conditions, or if he introduced a new term into the bargain, then there was no acceptance]; and
2. That Defendant communicated his agreement to Plaintiff.
If Plaintiff did not prove both of the above, then a contract was not created.
Instruction #310 [Contract Formation—Acceptance by Silence]:
Ordinarily, if a person does not say or do anything in response to another party’s offer, then the person has not accepted the offer. However, if Plaintiff proves that both she and Defendant understood silence or inaction to mean that Defendant had accepted Plaintiff’s offer, then there was an acceptance.
Instruction #311 [Contract Formation—Rejection of Offer]:
Defendant contends that the offer to enter into a contract terminated because Plaintiff rejected it. To overcome this contention, Plaintiff must prove both of the following:
1. That Plaintiff did not reject Defendant’s offer; and
2. That Plaintiff did not make any additions or changes to the terms of Defendant’s offer.
If Plaintiff did not prove both of the above, then a contract was not created.
Instruction #312 [Substantial Performance]:
Defendant contends that Plaintiff did not perform all of the things that Plaintiff was required to do under the contract, and therefore Defendant did not have to perform his obligations under the contract. To overcome this contention, Plaintiff must prove both of the following:
1. That Plaintiff made a good faith effort to comply with the contract; and
2. That Defendant received essentially what the contract called for because Plaintiff’s failures, if any, were so trivial or unimportant that they could have been easily fixed or paid for.
Instruction #313 [Modification]:
The party claiming modification claims that the original contract was modified or changed. The party claiming modification must prove that the parties agreed to the modification. The other party denies that the contract was modified.
The parties to a contract may agree to modify its terms. You must decide whether a reasonable person would conclude from the words and conduct of the parties that they agreed to modify the contract. You cannot consider the parties’ hidden intentions.
A contract in writing may be modified by a contract in writing.
A contract in writing may be modified by an oral agreement to the extent the oral agreement is carried out by the parties.
A contract in writing may be modified by an oral agreement if the parties agree to give each other something of value.
An oral contract may be modified by consent of the parties, in writing, without an agreement to give each other something of value.
Instruction #314 [Disputed Words]:
Plaintiff and Defendant dispute the meaning of words in their contract.
Plaintiff claims that the words mean one thing. Defendant claims that the words mean something else. Plaintiff must prove that her interpretation is correct.
In deciding what the words of a contract mean, you must decide what the parties intended at the time the contract was created. You may consider the usual and ordinary meaning of the language used in the contract as well as the circumstances surrounding the making of the contract.
Instruction #315 [Interpretation—Meaning of Ordinary Words]:
You should assume that the parties intended the words in their contract to have their usual and ordinary meaning unless you decide that the parties intended the words to have a special meaning.
Instruction #316 [Interpretation—Meaning of Technical Words]:
You should assume that the parties intended technical words used in the contract to have the meaning that is usually given to them by people who work in that technical field, unless you decide that the parties clearly used the words in a different sense.
Instruction #317 [Interpretation—Construction of Contract as a Whole]:
In deciding what the words of a contract meant to the parties, you should consider the whole contract, not just isolated parts. You should use each part to help you interpret the others, so that all the parts make sense when taken together.
Instruction #318 [Interpretation—Construction by Conduct]:
In deciding what the words in a contract meant to the parties, you may consider how the parties acted after the contract was created but before any disagreement between the parties arose.
Instruction #319 [Interpretation—Reasonable Time]:
If a contract does not state a specific time in which the parties are to meet the requirements of the contract, then the parties must meet them within a reasonable time. What is a reasonable time depends on the facts of each case, including the subject matter of the contract, the reasons each party entered into the contract, and the intentions of the parties at the time they entered the contract.
Instruction #320 [Interpretation—Construction Against Drafter]:
In determining the meaning of the words of the contract, you must first consider all of the other instructions that I have given you. If, after considering these instructions, you still cannot agree on the meaning of the words, then you should interpret the contract against [the party that drafted the disputed words/the party that caused the uncertainty].
Instruction #321 [Existence of Condition Precedent Disputed]:
Defendant claims that the contract with Plaintiff provides that he was not required to perform his duty unless a condition precedent occurred.
Defendant must prove that the parties agreed to this condition. If Defendant proves this, then Plaintiff must prove that the condition precedent occurred.
If Plaintiff does not prove that the condition precedent occurred, then Defendant was not required to perform his duty.
Instruction #322 [Occurrence of Agreed Condition Precedent]:
The parties agreed in their contract that Defendant would not have to perform his duty unless a condition precedent occurred. Defendant contends that this condition did not occur and that he did not have to perform his duty. To overcome this contention, Plaintiff must prove that the condition precedent occurred.
If Plaintiff does not prove that the condition precedent occurred, then Defendant was not required to perform his duty.
Instruction #323 [Waiver of Condition Precedent]:
Plaintiff and Defendant agreed in their contract that Defendant would not have to perform his duty unless a condition precedent occurred. That condition did not occur. Therefore, Defendant contends that he did not have to perform his duty.
To overcome this contention, Plaintiff must prove by clear and convincing evidence that Defendant, by words or conduct, gave up his right to require the occurrence of a condition precedent before having to perform his duty.
Instruction #324 [Anticipatory Breach]:
A party can breach, or break, a contract before performance is required by clearly and positively indicating, by words or conduct, that the party will not or cannot meet the requirements of the contract.
If Plaintiff proves that she would have been able to fulfill the terms of the contract and that Defendant clearly and positively indicated, by words or conduct, that he would not or could not meet the contract requirements, then Defendant breached the contract.
Instruction #325 [Breach of Implied Covenant of Good Faith and Fair Dealing—Essential Factual Elements]:
In every contract or agreement there is an implied promise of good faith and fair dealing. This implied promise means that each party will not do anything to unfairly interfere with the right of any other party to receive the benefits of the contract. Good faith means honesty of purpose without any intention to mislead or to take unfair advantage of another. Generally speaking, it means being faithful to one’s duty or obligation. However, the implied promise of good faith and fair dealing cannot create obligations that are inconsistent with the terms of the contract.
Plaintiff claims that Defendant violated the duty to act fairly and in good faith. To establish this claim, Plaintiff must prove all of the following:
1. That Plaintiff and Defendant entered into a contract;
[2. That Plaintiff did all, or substantially all of the significant things that the contract required her to do [or that she was excused from having to do those things];]
[3. That all conditions required for Defendant’s performance had occurred or were excused;]
4. That Defendant prevented Plaintiff from receiving the benefits under the contract;
5. That by doing so, Defendant did not act fairly and in good faith; and
6. That Plaintiff was harmed by Defendant’s conduct.
Instruction #326 [Assignment Contested]:
Plaintiff was not a party to the original contract. However, Plaintiff may bring a claim for breach of the contract if she proves that the assignor transferred her rights under the contract to Plaintiff. This transfer is referred to as an “assignment.”
Plaintiff must prove that the assignor intended to transfer her contract rights to Plaintiff. In deciding the assignor’s intent, you should consider the entire transaction and the conduct of the parties to the assignment.
A transfer of contract rights does not necessarily have to be made in writing. It may be oral or implied by the conduct of the parties to the assignment.
Instruction #327 [Assignment Not Contested]:
Plaintiff was not a party to the original contract. However, she may bring a claim for breach of contract because the assignor transferred the rights under the contract to Plaintiff. This transfer is referred to as an “assignment.”
Instruction #328 [Breach of Implied Duty to Perform With Reasonable Care—Essential Factual Elements]:
The parties’ contract requires that Defendant performed negligently. It is implied in the contract that this performance will be done competently and with reasonable care. Plaintiff claims that Defendant breached this implied condition. To establish this claim, Plaintiff must prove all of the following:
1. That Plaintiff and Defendant entered into a contract;
[2. That Plaintiff did all, or substantially all of the significant things that the contract required her to do;]
[or]
[2. That Plaintiff was excused from having to perform;]
[3. That all conditions required by the contract occurred;]
[or]
[3. That required conditions were waived or excused;]
4. That Defendant failed to use reasonable care in performing; and
5. That Plaintiff was harmed by Defendant’s conduct.
[Judicial Council Of California Civil Jury Instructions]
