PJC Business

C ONTRACTS

PJC 101.2

jury to decide who committed the first material breach as set forth in PJC 101.2B. Mustang Pipeline Co. v. Driver Pipeline Co. , 134 S.W.3d 195, 200 (Tex. 2004). Integrated written document. If the dispute arises from an integrated written document, a phrase identifying the agreement should be substituted for the words the agreement . See Intercontinental Group Partnership v. KB Home Lone Star L.P. , 295 S.W.3d 650, 652 n.5 (Tex. 2009) (“Did Intercontinental Group Partnership fail to com ply with the Santa Clara Lot Contract?”). Implied terms. If the alleged breach involves an omitted term, such as time of compliance, an additional instruction is necessary. See, e.g., PJC 101.13 and 101.14. Caveat. Care must be taken to ensure that proper questions and instructions are submitted to the jury depending on the particular legal issues and fact issues in dispute in the particular case. Many contract disputes focus entirely on issues such as defenses, damages, promissory estoppel, quantum meruit, or agency, which are addressed in other parts of this volume. In cases where the only material fact issues involve defenses to an undisputed breach, PJC 101.2A should not be submitted. Instead, the instruction appropriate to that defense (e.g., PJC 101.18–101.31) should be incorporated into the pattern defense question at PJC 101.7. UCC good-faith obligation. Every contract or duty governed by the Uniform Commercial Code imposes an obligation of good faith in its performance or enforce ment. Tex. Bus. & Com. Code § 1.304 (Tex. UCC); El Paso Natural Gas Co. v. Minco Oil & Gas, Inc. , 8 S.W.3d 309, 313 (Tex. 1999). The failure to act in good faith under the UCC does not create an independent cause of action. Northern Natural Gas Co. v. Conoco, Inc. , 986 S.W.2d 603, 606 (Tex. 1998) (to be actionable, bad-faith conduct must relate to some aspect of performance under terms of contract). Except as otherwise provided in chapter 5 of the Code, “‘Good faith’ . . . means honesty in fact and the observance of reasonable commercial standards of fair deal ing.” Tex. UCC § 1.201(b)(20). If the transaction is covered by the Code, the following instruction would be appro priate to submit with the basic question: In addition to the language of the agreement, the law imposes on a party to a contract a duty to [ perform ] [ enforce ] [ perform or enforce ] the contract in good faith. In that connection, good faith means hon esty in fact and the observance of reasonable commercial standards of fair dealing. Depending on the pleadings and evidence in the particular case, the court may instruct on performance or enforcement or both. If a party contends that the agreement defines the standards for good-faith perfor mance, the jury should be instructed as follows:

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