pjc-oil-and-gas-2022-lib

Committee Note For the 2022 edition, the portion of the “Industry Agreements” chapter dealing with general contracts law has been substantially reorganized and updated. This section on contracts is significant as so many commercial, business, employment, insurance, con struction, and oil and gas cases, plus other disputed issues requiring determination by juries, involve principles of contract law. Many of the PJCs remain the same, even if renumbered and reorganized. The reor ganization of this section divides the contents of the nonindustry-specific contract por tions by questions, then instructions, followed by comments on special contracts issues and quasi-contractual issues. The questions are now consolidated in the front. Instructions are also consolidated, as are the comments. The defense instructions remain in chapter 312. In this way, we hope that this material is more user-friendly in helping practitioners and courts prepare jury charges. The reorganization should also assist in tailoring the included PJCs to the specific aspects of disputes submitted to juries. For instance, there are areas where an instruction may be appropriate for an affirmative claim or for a defensive claim. Many issues of contract law are ones determined by courts as a matter of law, so naturally this publication focuses on those where a jury must determine the factual answers to questions that will assist the court in entering a judgment based on the evi dence adduced at trial. Three areas of the updated chapter are worth highlighting. First, an emphasis has been placed on clarifying the role of what may be proper in the context of formation of a contract as opposed to interpretation of a contract (e.g., surrounding circumstances). PJC 305.9 addresses contract formation. PJC 305.12 addresses instructions and guidance in connection with the interpretation of a contract. Second, the Committee recognizes that many contract cases now regularly include allegations of breach by opposing parties. Accordingly, the set of instructions based on Mustang Pipeline Co. v. Driver Pipeline Co. , 134 S.W.3d 195 (Tex. 2004), which had previously been available as a resource included in the commentary, now is included as a separate stand-alone instruction at PJC 305.3B. Therefore, if the dispute involves only one side alleging a breach of a contract, PJC 305.3A remains the proper pattern to use. If, however, there are counter-allegations of breach, then PJC 305.3B is the rec ommended, more proper pattern form to use. The section now also includes a separate stand-alone instruction on materiality at PJC 305.17 to be used with these questions as applicable. Additionally, the previous Comment PJC on consideration (PJC 305.15) has now been incorporated into PJC 312.2 “Defenses—Instruction on Plaintiff’s Mate rial Breach When Only One Party Claims a Material Breach.” Third, when there are competing contentions of a contract’s meaning and interpreta tion, often those are subsumed within a plaintiff’s claim for breach of contract, and the traditional method has been and remains an instruction using PJC 305.12 as the proper pattern form. If, however, the parties are asking a jury to determine the proper inter-

133