See supra Part A. 1. As for the estoppel argument, the general rule is that equitable estoppel will not support a claim for affirmative relief.Great Western Savings Bank v. George W. Easley Co., J.V., 778 P.2d 569, 579 (Alaska 1989). We have, however, noted that there is contrary authority, and employing equitable estoppel as a basis for monetary relief is not plain error.

As such, there could still be a plausible meeting of the minds as to a payment of a UCR in the 80th percentile unrelated to the Alaska law as shown by the parties' course of dealing and the alleged industry norm. See Great W Sav. Bank v. George W Easley Co., 778 P.2d 569, 577-78 (Alaska 1989) (holding that complaint alleging that defendant “had a contractual obligation to make direct payments to” plaintiff, defendant “breached this contract,” and plaintiff “suffered damages” was sufficient for purposes of pleading breach of contract claim). Ashcroft, 556 U.S. at 678 (citation omitted).

The existence of a contract, in turn, requires “an offer including all essential terms, an unequivocal acceptance of those terms by the offeree, consideration, and an intent to be bound by the contract....” See Great W. Sav. Bank v. George W. Easley Co., 778 P.2d 569, 577–78 (Alaska 1989) (finding that a complaint was sufficient where it alleged that the parties had a contractual obligation, that the other party breached the contract, and that the plaintiff suffered damages); Winn v. Mannhalter, 708 P.2d 444, 450 (Alaska 1985) (“Causation is a required element in an action for breach of contract”); cf., e.g., Ledcor Indus. (USA) Inc. v. Virginia Surety Co., No. C09–1807RSM, 2011 WL 6140957, at *7 (W.D.Wash. Dec. 9, 2011) (stating that under Washington law, “The elements of a cause of action for breach of contract are: (1) the existence of a legal duty under the contract; (2) breach of that duty; and (3) damages proximately caused by the breach.” (citation omitted)); Gray v. Carolina Energy Solutions, LLC, No. CV–10–0698–PHX–NVW, 2010 WL 2691563, at *5 (D.Ariz. July 6, 2010) (“To establish a claim for breach of contract in Arizona, a plaintiff must prove the existence of an enforceable contract, a breach of that contract, and damages caused by the breach.”

Id. (citing Brownlee v. Vang, 206 Cal.App.2d 814, 24 Cal. Rptr. 158 (1962)).See Great W. Sav. Bank v. George W. Easley Co., 778 P.2d 569, 579 (Alaska 1989) ("It is noteworthy that appellant does not contend that equitable estoppel will not support a claim for affirmative relief. The general rule is to that effect.

We rejected that argument, unequivocally ruling that Civil Rule 8 does not require a complaint to affirmatively plead contract elements: 778 P.2d 569 (Alaska 1989).Id. at 577-78.

Creating a broader tort remedy would disrupt the certainty of commercial transactions and allow parties to escape contractual allocation of losses. Therefore, an action for breach of the implied covenant of good faith and fair dealing sounds in contract alone.Id.; Great Western Sav. Bank v. George W. Easley Co., 778 P.2d 569, 581 (Alaska 1989). Transamerica also relies on a California case, Seaman's Direct Buying Serv., Inc. v. Standard Oil Co., 36 Cal.3d 752, 206 Cal.Rptr. 354, 363, 686 P.2d 1158, 1167 (1984).