Contracts, Agreements to Agree

Breach of contract requires: (1) existence and terms of a contract, (2) plaintiff fully performed under the contract, (3) breach by defendant, and (4) damages. Keveney v. Missouri Military Academy, 304 S.W.3d 98, 104 (Mo. 2010).

To prove the existence and terms of a contract, there must be: (1) competency of the parties to contract; (2) subject matter; (3) legal consideration; (4) mutuality of agreement; and (5) mutuality of obligation. Kunzie v. Jack-In-The Box, Inc., 330 S.W.3d 476, 483 (Mo. App. E.D. 2010).

Mutuality of agreement requires that the “minds of the contracting parties [] meet upon and assent to the same thing in the same sense at the same time.” Kunzie, 330 S.W.3d at 483-84. As such, “[i]f the parties have reserved the essential terms of the contract for future determination, there can be no valid agreement.” Dancin Development v. Nrt Missouri, 291 S.W.3d 739, 745 (Mo. App. E.D. 2009) (no agreement reached when essential terms of “significant profit” were left for future determination in prospective real estate transaction); Prenger v. Baumhoer, 914 S.W.2d 413, 414-15 (Mo. App. W.D. 1996) (no agreement reached despite fully signed letter which was contingent upon financing and upon reaching further agreement on plans, specifications, color and finish). The “nature and extent of its obligations must be certain.” Around The World Importing, Inc. v. Mercantile Trust Co., N.A., 795 S.W.2d 85, 90 (Mo. App. E.D. 1990). “Agreements to agree” generally means that “there has been no meeting of the minds to conclude a contract.” Allied Disposal, Inc. v. Bob’s Home Service, Inc., 595 S.W.2d 417, 420 (Mo. App. E.D. 1980).