[ Name of plaintiff ] claims that [he/she/ nonbinary pronoun /it] and [ name of defendant ] entered into a contract for [ insert brief summary of alleged contract ].
[ Name of plaintiff ] claims that [ name of defendant ] breached this contract by [ briefly state the alleged breach ].
[ Name of plaintiff ] also claims that [ name of defendant ]’s breach of this contract caused harm to [ name of plaintiff ] for which [ name of defendant ] should pay.
[ Name of defendant ] denies [ insert denial of any of the above claims ]. [ Name of defendant ] also claims [ insert affirmative defense ].
New September 2003; Revised December 2007
This instruction is designed to introduce the jury to the issues involved in the case. It should be read before the instructions on the substantive law.
• The Supreme Court has observed that “[c]ontract and tort are different branches of law. Contract law exists to enforce legally binding agreements between parties; tort law is designed to vindicate social policy.” ( Applied Equipment Corp. v. Litton Saudi Arabia, Ltd. (1994) 7 Cal.4th 503, 514 [28 Cal.Rptr.2d 475, 869 P.2d 454].)
• “The differences between contract and tort give rise to distinctions in assessing damages and in evaluating underlying motives for particular courses of conduct. Contract damages seek to approximate the agreed-upon performance … and are generally limited to those within the contemplation of the parties when the contract was entered into or at least reasonably foreseeable by them at that time; consequential damages beyond the expectations of the parties are not recoverable.” ( Applied Equipment Corp., supra, 7 Cal.4th at p. 515, internal citations omitted.)
• Certain defenses are decided as questions of law, not as questions of fact. These defenses include frustration of purpose, impossibility, and impracticability. ( Oosten v. Hay Haulers Dairy Employees and Helpers Union (1955) 45 Cal.2d 784, 788 [291 P.2d 17]; Mitchell v. Ceazan Tires, Ltd. (1944) 25 Cal.2d 45, 48 [153 P.2d 53]; Autry v. Republic Productions, Inc. (1947) 30 Cal.2d 144, 157 [180 P.2d 888]; Glen Falls Indemnity Co. v. Perscallo (1950) 96 Cal.App.2d 799, 802 [216 P.2d 567].)
• “Defendant contends that frustration is a question of fact resolved in its favor by the trial court. The excuse of frustration, however, like that of impossibility , is a conclusion of law drawn by the court from the facts of a given case … .” ( Mitchell, supra, 25 Cal.2d at p. 48, italics added.)
• Estoppel is a “nonjury fact question to be determined by the trial court in accordance with applicable law.” ( DRG/Beverly Hills, Ltd. v. Chopstix Dim Sum Cafe and Takeout III, Ltd. (1994) 30 Cal.App.4th 54, 61 [35 Cal.Rptr.2d 515].)
• “A settlement agreement is a contract, and the legal principles which apply to contracts generally apply to settlement contracts.” ( Monster Energy Co. v. Schechter (2019) 7 Cal.5th 781, 789 [249 Cal.Rptr.3d 295, 444 P.3d 97].)
1 Matthew Bender Practice Guide: California Contract Litigation, Ch. 13, Attacking or Defending Existence of Contract—Absence of Essential Element , 13.03–13.17