WPI 301.01 Contract Defined

Use this instruction when the existence of a contract or its terms is at issue. This instruction will ordinarily be given with WPI 300.01 (Issues—Breach of Contract—Damages) or 300.01.01 (Issues—Contract—Alternative), which would set forth the statement of claims.

The entire second sentence, and each of the terms “mutual assent” and “consideration,” are in brackets to indicate that it may or may not be appropriate to present these terms to the jury, depending upon the issues in the case. If the second sentence is given, and mutual assent is an issue, use the term “mutual assent” in the second sentence and use this instruction together with WPI 301.03 (Mutual Assent). If the second sentence is given, and consideration is an issue, use “consideration” in that sentence and use this instruction together with WPI 301.04 (Consideration).

When the jury must decide whether a promise has been made, use this instruction with WPI 301.02 (Promise Defined). When it is contended that a promise should be enforceable on the basis of promissory estoppel rather than consideration, see the Comment to WPI 301A.01 (Promissory Estoppel).

The Restatement (Second) of Contracts § 1 (1981) provides: “A contract is a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law recognizes as a duty.” An agreement, on the other hand, “is a manifestation of mutual assent by two or more persons to one another,” and “has a wider meaning than contract, bargain or promise.” Corbit v. J. I. Case Co., 70 Wn.2d 522, 531, 424 P.2d 290 (1967) (quoting Restatement (First) of Contracts § 3 cmt. a (1932)).

A unilateral contract consists of a promise only on the part of the offeror, and performance of the required terms by the offeree. Storti v. Univ. of Wash., 181 Wn.2d 28, 330 P.3d 159 (2014) (trial court properly found that unilateral contract between university and professor had not been breached); Cascade Auto Glass, Inc. v. Progressive Cas. Ins. Co., 135 Wn.App. 760, 145 P.3d 1253 (2006) (trial court properly enforced unilateral modification to terminable-at-will contract; otherwise contract would be illusory).