C. Elements Defined
1. A Binding Contract Entered into by the Parties
A binding, valid contract must exist for there to be a cause of action for breach of contract.7 Part of proving that an enforceable contract exists is identifying its terms.8 The plaintiff must therefore allege and prove each material element of the contract sued on.9
A contract is an obligation which arises from actual agreement of the parties manifested by words, oral or written, or by conduct.10 A mere agreement to agree in the future lacks a meeting of the minds and is not an enforceable contract.11
The elements of a contract are offer, acceptance,12 and valuable consideration.13
There can be no offer of a contract by a person who lacks authority to create a contract.14
An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.15
Compliance in full with the terms and conditions of the offer constitutes acceptance.16 Substantial compliance with the terms of the offer is required to make a contract enforceable.17 Conduct manifesting assent constitutes acceptance and acceptance may be inferred from conduct.18
Consideration is a vital element of a binding contract and no contract is complete without valid, legal consideration.19 "Valuable consideration may consist of some right, interest, profit, or benefit accruing to one party or some forbearance, detriment, loss or responsibility given, suffered or undertaken by the other."20 A release from a legal contract was sufficient consideration for a promise to furnish support.21 Consideration could also be found in detrimental reliance on an insurance agent's assurance that he was procuring insurance coverage for the plaintiff's son.22
2. Breach or Unjustifiable Failure to Perform the Contract
A contract may give a right to demand performance, but no cause of action arises until a party refuses or neglects to perform some duty required by the terms of the contract.23 The first party to breach bears the liability for his or her nonperformance.24 A complaint which alleges no breach of contractual duty fails to state a cause of action.25 The defendant is entitled to reasonable notice in the complaint of the matters which it is alleged constituted the breach,26 but a complaint is sufficiently definite if it sets out the alleged breach with enough particularity as to enable the defendant to answer and prepare a defense.27
A party can generally not claim a breach by the other when its own acts prevent that other party from performing.28
3. Damage Suffered by the Plaintiff as a Direct and Proximate Result of the Breach
The plaintiff bears the burden of proving damages resulting from the breach.29
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Notes:
[7] See, e.g., Hein-Muniz v. Aiken Regional Medical Centers, 905 F. Supp. 2d 729 (D.S.C. 2012) (South Carolina courts have not recognized medical staff bylaws as contracts between physicians and hospitals); Ward v. West Oil Company, Inc., 387 S.C. 268, 692 S.E.2d 516 (S.C. 2010) (finding contract void ab initio, and dismissing breach of contract action with prejudice); Bishop v. City of Columbia, 401 S.C. 651, 738 S.E.2d 255 (Ct. App. 2013) (no contract existed where plain language of employee handbook conspicuously disclaimed existence of contract, and no evidence indicated City treated handbook as contract despite disclaimer); Cain v. United States Insurance Co., 232 S.C. 397, 102 S.E.2d 360 (1958) (where contract was procured by fraud, there could be no cause of action for breach); Tidewater Supply Co., Inc. v. Industrial Electric Co., 253 S.C. 483, 171 S.E.2d 607 (1969) (action for damages for breach of contract predicated on existence of contract); Taylor v. Cummins Atlantic, Inc., 852 F. Supp. 1279, 1286 (D.S.C. 1994) (action for damages for breach of contract predicated on existence of contract), affirmed, 48 F.3d 1217 (4th Cir. 1995), cert. denied, 516 U.S. 864, 116 S.Ct. 176, 133 L. Ed. 2d 116 (1995).
[8] Allegro, Inc. v. Scully, 418 S.C. 24, 35, 791 S.E.2d 140, 146 (S.C. 2016).
[9] Rabon v. State Financial Corp., 203 S.C. 183, 26 S.E.2d 501 (1943). See also Tidewater Supply Co., Inc. v. Industrial Electric Co., 253 S.C. 483, 171 S.E.2d 607 (1969) (complaint must contain allegations of a contract).
[10] Roberts v. Gaskins, 327 S.C. 478, 486 S.E.2d 771, 773 (Ct. App. 1997). See also Mathis v. Brown & Brown of S.C., Inc., 389 S.C. 299, 698 S.E.2d 773 (S.C. 2010) (e-mail that referenced definite term of employment formed basis for contract); Southern Glass & Plastics Company, Inc. v. Kemper, 399 S.C. 483, 732 S.E.2d 205 (Ct. App. 2012) (insurer notified contractor of rates and stated performance of services constituted acceptance of price and billing instructions and contractor accepted prices in phone conversation; by proceeding with work after receiving notice of prices via phone conversation and fax, contractor accepted prices and insurer did not breach contract when it paid only part of amount requested by contractor); Consignment Sales, LLC v. Tucker Oil Co., 391 S.C. 266...
