Cited by

In that case, the superior court held a bench trial and concluded, based on the evidence presented, that the parties “had made an enforceable contract and partially performed it.”

We “will not set aside the trial court’s findings of fact unless they are clearly erroneous.”

(“[A]greements to make an agreement are not specifically enforceable when material terms are left to future negotiation.”); (noting that the certainty of terms goes to the “ultimate element of contract formation—the question whether the parties manifested assent or intent to be bound”).

(“Any requirement of ‘reasonable certainty’ is satisfied if the agreement that was made simply provides ‘a basis for determining the existence of a breach and for giving an appropriate remedy.’”) (citation omitted).2 III.

7 AGRICANN v. NATURAL REMEDY Decision of the Court ¶22 Because the law “favors enforcement when it is clear that the parties intended themselves to be bound,” “absent or uncertain terms are not fatal to the enforceability of an otherwise binding contract.” AROK, 174 Ariz. at 297; -11 (1988) (holding promise to enter into an equitable and fair settlement with the specific terms to be resolved later, sufficiently manifested mutual assent to be bound despite the absence of agreement on the most bas

whether the parties manifested assent or intent to be bound.”

Because an employer cannot refuse to pay wages for reasons not communicated to the employee, Yslas was entitled to his unpaid commissions as a matter of law.

Whether the terms of the alleged agreement are reasonably certain “is important as a factor in determining whether the parties intended to make a binding offer and acceptance.”

in exchange for the promise of the other party.” (citing Restatement (Second) of Contracts § 71 (2) (1981)).

(appellate court 13 Under Arizona law, there is an implied covenant of good faith and fair dealing in every contract.

¶21 Whether a contract exists, including whether the parties had a meeting of the minds and intended to be obligated, is “to be determined in case of doubt, not only from the words used, but also from the situation, acts and conduct of the parties, and from the attendant circumstances.” (“ultimate element of contract formation—the question whether the parties manifested assent or intent to be bound.”).

¶ 17 (App. 2002) (“[T]he fact that one of the parties, with the knowledge and approval of the other, has begun performance is nearly always evidence that they regard the contract as consummated and intend to be bound thereby.”) ().

A claim is liquidated “if the evidence furnishes data which, if believed, makes it possible to compute the amount with exactness, without reliance upon opinion or discretion.” , (citation omitted).

(citing Restatement (Second) of Contracts § 71 (Amer.

See Swanson v. Image Bank, Inc., ¶¶ 13, 15, (characterizing § 23-355’s treble damages provision as “the damages available upon breach of an employment contract”); 15, 1064 (1988) (assessing entitlement to treble damages under § 23-355 on basis of employer’s breach of enforceable contract, and awarding attorney’s fees under § 12-341.01 as an action arising out of contract); see also A.R.S.

Servs., (alteration in original) ( ).

or other obligation’ so that interest begins to accrue,” DKI, 173 Ariz. at 538 , 845 P.2d at 464 , the court cited cases dealing with pre-judgment interest, , La Paz County, 153 Ariz. at 168 , 735 P.2d at 778 ; -56 , -08 (1984).

Eng’g, Inc., and sufficient certainty of terms so that the obligations involved can be determined

Eng’g, Inc., ¶ 7 , -11 , -60 (1988)).

While treble damages may be awarded under § 23-355(A) when an employer has withheld wages without reason, see, , , we do not mean in this opinion to express any view of the proper outcome of that decision by the superior court.

& Loan Ass’n, and they must have intended to be bound by the agreement

in exchange for the promise of the other party.” (citing Restatement (Second) of Contracts § 71 (1981)).

(suggesting that lost-wages claims may not be based on mere promissory estoppel).

I. Existence of Partition Agreement A. ¶ 9 A contract is formed when there is “a bargain, consisting of promises exchanged, and consideration.”