A contract must result from a meeting of the minds of the parties in mutual assent to the terms, must be based upon a sufficient consideration, free from fraud or undue influence, not against public policy and sufficiently definite to be enforced. Indefiniteness regarding an essential element of a contract may prevent the creation of an enforceable contract.
“If an alleged agreement is so indefinite as to make it impossible for a court to fix the legal obligations and liabilities of the parties, it cannot constitute an enforceable contract.” Gannon v. Baker, 830 S.W.2d 706, 709 (Tex. App.-Houston [1st Dist.] 1992, writ denied); see also Searcy v. DDA, Inc., 201 S.W.3d 319, 322 (Tex. App.-Dallas 2006, no pet.). The essential terms must have support in the evidence. Meru v. Huerta, 136 S.W.3d 383, 390-91 (Tex. App.-Corpus Christi 2004, no pet.). Indefiniteness can concern time of performance, price to be paid, work to be done, service to rendered, property to be transferred, or other essential terms. See Gannon, 830 S.W.2d at 709; Nat’l Bank v. Ernst & Whinney, 773 S.W.2d 707, 710 (Tex. App.-San Antonio 1989, no writ). Definiteness must exist at the time of the alleged making of the agreement – negotiations or an “agreement to agree” do not create an enforceable agreement. T.O. Stanley Boot, 847 S.W.2d 218, 221 (Tex. 1992); Ski River Dev., Inc. v. McCalla, 167 S.W.3d 121, 134 (Tex. App.-Waco 2005, pet. denied).
For example, a loan’s essential terms “will generally be: the amount to be loaned, maturity date of the loan, the interest rate, and the repayment terms.” T.O. Stanley Boot, 847 S.W.2d at 221 (emphasis added) (amount without other terms not definite); see also He v. Jiang, 2007 Tex. App. Lexis 3447 (Tex. App.-Houston [1st Dist.] 2007, no pet. h.) (listing same essential loan terms).