In order to establish the existence of a contract, the parties must agree upon all essential terms. Federal Lumber Co. v. Wheeler, 643 P.2d 31, 36 (Colo. 1981); Stice v. Peterson, 144 Colo. 219, 355 P.2d 948 (1960).

Colorado law requires parties to agree on all essential terms to form a contract. See Fed. Lumber Co. v. Wheeler , 643 P.2d 31, 36 (Colo. 1981). Such terms "must be sufficiently definite to enable the court to determine whether the contract has been performed or not."

Likewise, in order to establish the existence of a contract, the evidence must show that the parties agreed upon all essential terms. Federal Lumber Co. v. Wheeler, 643 P.2d 31, 36 (Colo. 1981). However, this evidence need not be as distinct as DMJM suggests. Rather, "evidence of the parties' conduct, their oral statements and their writings, and other evidence illuminating the circumstances surrounding the making of an agreement are admissible to clarify the intent and purpose of the parties."

While the Court agrees with Judge Tafoya that Plaintiff's Complaint could have been clearer on this point, the Court nevertheless finds that Plaintiff has met its pleading burden with respect to this claim. To plead the existence of a valid contract, a plaintiff must allege facts which, if true, would establish that the parties “agree upon all essential terms” of the contract, Fed. Lumber Co. v. Wheeler, 643 P.2d 31, 36 (Colo. 1981); that such terms are “definite, certain, clear, and unambiguous, ” Yaekle v. Andrews, 195 P.3d 1101, 112 (Colo. 2008); and that the terms are “sufficiently definite to enable the court to determine whether the contract has been performed or not.”

To establish the existence of a contract, “the parties must agree upon all essential terms.” Fed. Lumber Co. v. Wheeler, 643 P.2d 31, 36 (Colo. 1981) (citations omitted). Those terms must be “definite, certain, clear, and unambiguous.”

Parties must agree on all essential terms to create a valid settlement agreement. Fed. Lumber Co. v. Wheeler , 643 P.2d 31, 36 (Colo. 1981) (en banc); see alsoH.W. Houston Constr. Co. v. Dist. Court of the Tenth Judicial Dist. , 632 P.2d 563, 565 (Colo. 1981) (en banc) ("In order for a settlement to be binding and enforceable, there must be a ‘meeting of the minds’ as to the terms and conditions of the compromise and settlement."). An agreement cannot be enforced unless the terms are sufficiently definite to allow a court to determine whether the parties have complied with them.

Whether the elements of an accord and satisfaction are present is a question of fact. SeeFederal Lumber Co. v. Wheeler , 643 P.2d 31, 37 (Colo. 1981). Under Colorado law, whether acceptance of a negotiable instrument constitutes an accord and satisfaction is governed by article 3 of Colorado's Uniform Commercial Code.

In order to establish the existence of a contract, the evidence must show that the parties agreed upon all essential terms. I.M.A., Inc. v. Rocky Mountain Airways, Inc., 713 P.2d 882, 888 (Colo. 1986) (citing Fed. Lumber Co v. Wheeler, 643 P.2d 31, 36 (Colo. 1981)). The parties' agreement is evidenced by their manifestations of mutual assent.

"[T]o establish the existence of a contract, the parties must agree upon all essential terms." Fed. Lumber Co. v. Wheeler, 643 P.2d 31, 36 (1981) (internal citations omitted). In addition, "performance" requires substantial performance.

Whether these elements are present is ordinarily a question of fact. See R.A. Reither Constr., Inc., 680 P.2d at 1344; see also Federal Lumber Co. v. Wheeler, 643 P.2d 31, 37 (Colo. 1981). However, when the relevant facts are not in dispute, the existence of an accord and satisfaction becomes a question of law.