O'Farrill Avila v. Gonzalez
974 S.W.2d 237, 1998 WL 224898 (1998)
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Rule of Law:
When a written agreement is silent as to consideration or duration, parol evidence is admissible to prove the existence of consideration, and a court may imply a reasonable duration based on the circumstances surrounding the agreement. Partial performance of an oral agreement can remove it from the requirements of the Statute of Frauds, rendering it enforceable.
Facts:
- Jos Antonio O’Farrill Avila and Louisa González-Chacon were in a three-year domestic relationship and had a daughter together.
- On July 5, 1994, O'Farrill wrote and signed a document in Mexico City promising to pay González $5,000 per month.
- In exchange for the monthly payments, González promised to live with their child in San Antonio and to remain home with her rather than seek employment.
- The parties also orally agreed to purchase a home together, whereby González would contribute a $60,000 down payment and O'Farrill would make the monthly mortgage payments.
- González contributed the $60,000 for the home purchase, and she remained in San Antonio to care for their child.
- O'Farrill made the $5,000 monthly payments for several months before stopping.
- O'Farrill also made the monthly mortgage payments on the home for less than two years before ceasing payments.
Procedural Posture:
- Louisa González-Chacon sued Jos Antonio O’Farrill Avila in a Texas trial court for, among other things, breach of contract.
- The case was decided in a non-jury trial (bench trial).
- The trial court found that two valid contracts existed and that O’Farrill had breached them.
- The trial court entered a judgment awarding González $200,000 in damages plus attorneys’ fees.
- O’Farrill, as appellant, appealed the trial court's judgment to the Court of Appeals, Fourth District of Texas.
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Issue:
Does an agreement, silent on its face as to consideration or duration, constitute an enforceable contract where parol evidence and partial performance can establish the missing terms and the parties' intent?
Opinions:
Majority - Chief Justice Hardberger
Yes. An agreement that is silent on essential terms like consideration or duration can still be an enforceable contract if those terms can be proven through admissible parol evidence or inferred from the parties' partial performance and the surrounding circumstances. The parol evidence rule does not bar extrinsic evidence to prove the existence of consideration when a writing is silent on the matter, as doing so does not contradict any term of the partially integrated agreement. Furthermore, where a contract's duration is not specified, courts can imply a reasonable duration based on the circumstances at the time of contracting, preventing the contract from failing for indefiniteness. In this case, González's uncontroverted testimony established her promises as consideration, and the context of raising a child allowed the trial court to infer a reasonable duration for the support agreement. Both agreements were also taken out of the Statute of Frauds by the parties' partial performance.
Concurring-in-part-and-dissenting-in-part - Justice Duncan
No, as to the monthly payment agreement. While the damages for the $60,000 down payment on the house should be affirmed, the alleged agreement to pay $5,000 a month is too indefinite to be enforceable. The record does not make it possible to understand what the promisor actually undertook, and therefore, it should not be enforced as a contract.
Analysis:
This decision reaffirms the principle that courts will strive to enforce the intent of the parties, even in informally documented agreements, particularly within a domestic context. It highlights the judiciary's willingness to use tools like the parol evidence rule and the doctrine of implying reasonable terms to prevent contracts from failing for indefiniteness. The case serves as a strong precedent for allowing extrinsic evidence and the parties' conduct (partial performance) to fill gaps in contracts, especially where one party has relied on the agreement to their detriment. It also narrows the applicability of the at-will doctrine, refusing to extend it from the employment context to personal service contracts of this nature.
