"A contract is an agreement to do or not to do a certain thing." Nat'l Outdoor Advert. Co. v. Kalkhurst , 418 P.2d 661, 664 (Okl. 1966). Contracts can be either express or implied.

Title 15 O.S. 2001 § 1[ 15-1].Garrison v. Bechtel Corp., 1995 OK 2, IT 18, 889 P.2d 273; National Outdoor Advertising Co. v. Kalkhurst, 1966 OK 85, ¶ 13, 418 P.2d 661; Sims v. United Bridge Iron, 1965 OK 91, ¶ 11, 402 P.2d 911. The doctor attached her affidavit to her motion for summary judgment contending that she entered into an oral contract with the lawyer to forgo filing a suit against her in exchange for testimony in the hospital lawsuit.

¶25 As Dr. Franco correctly points out, a contract requires an offer by one party and the acceptance of that offer by the other party. See Nat'l Outdoor Advertising Co. v. Kalkhurst , 1966 OK 85, ¶ 13, 418 P.2d 661 ("It is an elementary rule of law in this jurisdiction that in order to constitute a contract there must be an offer on the part of one and an acceptance on the part of the other."). However, there is a preliminary step in this analysis that, although not often an issue, is critical in this case.

The parties in this case dispute only whether there was mutual consent to the terms of the Settlement. Consent to contractual terms is reached through the process of offer and acceptance. Garrison v. Bechtel Corp. , 889 P.2d 273, 281 (Okla. 1995) (“Every contract results from an offer and acceptance.”); Nat'l Outdoor Advert. Co. v. Kalkhurst , 418 P.2d 661, 664 (Okla. 1966) (“It is an elementary rule of law in this jurisdiction that in order to constitute a contract there must be an offer on the part of one and an acceptance on the part of the other.”). An “offer” is an “expression of a person's willingness to become, according to the terms expressed, a party to an agreement.”

Mutual consent is the result of an offer and an unequivocal acceptance. See, e.g., National Outdoor Advertising Co. v. Kalkhurst, 418 P. 2d 661, 664 (Okla. 1966). An acceptance must be "absolute and unqualified." Okla. Stat.

The place where the contract is made is the controlling issue.National Outdoor Advertising Co. v. Kalkhurst, 418 P.2d 661, 664 (Okla. 1966); Sims v. United Bridge Iron, 402 P.2d 911, 913 (Okla. 1965).

¶ 15 As Redwine points out, the essential elements of a contract are: (1) parties capable of contracting; (2) consent; (3) a lawful object; and (4) sufficient cause or consideration. 15 O.S.2001 § 2. Consent must be free, mutual, and communicated. 15 O.S.2001 § 51. Consent is not mutual unless the parties all agree upon the same thing in the same sense. 15 O.S.2001 § 66. It is an elementary rule of law that to constitute a contract, there must be an offer by one party and an acceptance thereof by the other party. National Outdoor Advertising v. Kalkhurst, 1966 OK 85, 418 P.2d 661. ¶ 16 An acceptance must be absolute and unqualified; if qualified, it is a new proposal.

This leaves for consideration the question of whether the District Court abused its discretion in finding that Robinson breached the terms of his contract with Horton. A valid and enforceable contract requires an offer, acceptance, and consideration. National Outdoor Advertising Co., v. Kalkhurst, 418 P.2d 661 (Okla. 1966). A breach of performance by one party gives rise to a cause of action for breach of contract by the other.