What Are the 7 Elements of a Contract?

An offer is a proposal made by one party to another, indicating a willingness to enter into an agreement. Think of it as an invitation to start the negotiation process.

It goes without saying, a contract cannot be formed without an offer.

But, what makes an offer valid?

A valid offer must be specific, clear, and made with the intention to create a legally binding agreement. For example, saying “I’ll sell you my car for $10,000” is a valid offer, while saying “I might sell you my car” is not specific enough.

Offers can be made orally, in writing, or by conduct, and they must contain all the essential terms of the agreement, such as the subject matter, price, and terms of payment.

Let’s have a look at other examples:

• A job offer from an employer to a candidate.
• An advertisement for a product at a specific price.
• A proposal to buy a house at a certain price.

In a nutshell, an offer is the most crucial component of an offer. A clear and specific offer provides the necessary information for the other party to make an informed decision about whether to accept the offer or not.

Acceptance is when the offer is agreed upon by the other party, resulting in the formation of a legally binding agreement.

But what constitutes a valid acceptance?

A valid acceptance must be clear, unequivocal, and made in response to the offer. Also, an acceptance must be communicated to the offeror.

To put it simply, saying “sounds good” is not enough to make up a valid acceptance. Instead, a response like “I accept your offer to buy your car for $10,000” is a valid acceptance.

Acceptance can be shown in several possible forms:

• Conditional acceptance is when the offeree forms a contract on certain conditions.
• Acceptance by action, when specific actions are performed mentioned in the contract.
• An option agreement is when the offeree pays the offerer to keep the offer open for a defined period.

That’s not all.

Acceptance is always affirmative. There is no room to make a counteroffer. As this results in the cancelation of the previous offer.

Finally, a clear acceptance is essential for a contract to be legally valid. If the acceptance is ambiguous, it may lead to future disputes and uncertainty.

Another essential element of a contract is a consideration.

Consideration is something of value that is exchanged between the parties, such as money, goods, or services. It’s what each party gives and receives in exchange for their obligations under the contract.

But why is a consideration necessary?

Consideration ensures that both parties have something at stake in the agreement, making the contract more enforceable.

For a better understanding, have a look at some examples:

• Paying for a product or service.
• Providing labor or materials.
• Promising to perform a certain action.
• Refrain from doing something.

There is a misconception about the consideration that it is always in the form of money.

But that’s not true.

It can be in any other form, such as an exchange of a service or good. Suppose a student helps another student with maths and, in return, gets his help with biology. This contract makes a completely valid contract.

What if a consideration is missing from the contract?

Well, in that case, the contract becomes voluntary. The offerer can not take any legal action against another party for not fulfilling the tasks.

Capacity is an element of a contract that is often overlooked.

It refers to the legal ability of a person to enter into an agreement. Each concerned party must have the capacity to fulfill the requirements of a contract.

The question is, which type of capacity is needed?

It may revolve around age, consciousness, soundness of mind, mental disabilities, language, or intoxication. These may vary by different countries, states, or cities.

To put it another way:

Minors, intoxicated individuals, and those with mental disabilities may lack the capacity to enter into a contract.

For example, a minor becomes an adult at the age of 18 in the United States. The age of majority varies in other countries such as in Mississippi, it is 21, and in Nebraska, it is 19. As a result, they might be precluded from signing a contract, having different rules and responsibilities.

Legal capacity is important because it ensures that the parties have the ability to understand and consent to the terms of the agreement. Without legal capacity, a contract is not enforceable.

The intention to create legal relations is another critical element of a contract. It means both parties intend to create a legally binding agreement rather than just a casual or informal arrangement.

But how do you prove your intention to create legal relations?

It’s important to consider the context of the agreement, such as the parties involved, the subject matter, and the language used.

Here are a few examples of intentions to create legal relations:

• Signing a contract.
• Negotiating the terms of an agreement.
• Conducting business in a formal or professional setting.

For example, let’s say you and your friend are discussing starting a business together.

You both agree that it would be a great idea to open a coffee shop, and you discuss the details of the business, such as the location, the menu, and the hours of operation.

However, if you do not both have the intention to create a legally binding agreement, then your discussions would not constitute a contract.

For instance, if you were just brainstorming ideas and had no intention of actually opening a coffee shop with your friend, then your discussions would not be legally enforceable.

Consent means that both parties have voluntarily agreed to the contract terms without being coerced or deceived. Without free and genuine consent, the contract is voidable.

In a contract, consent is typically demonstrated through a signature or an electronic signature, which signifies that the person has read and understood the terms of the agreement and has agreed to abide by them.

Let’s take an example:

If you sign a lease agreement for an apartment, your signature indicates that you understand the rent amount, the duration of the lease, and other terms of the agreement and that you consent to those terms.

Examples of lack of consent may include

• Duress, the use of force, or threats to compel someone to enter into a contract.
• Undue influence, the use of a position of power or trust to pressure someone into agreeing to the terms of a contract.
• Fraud, the intentional misrepresentation of material facts, while a mistake is an error in understanding the terms of the contract.
• Misrepresentation, the unintentional or negligent misstatement of material facts.

Free and genuine consent is important because it ensures that the contract is based on an accurate understanding of the facts and that both parties are aware of their obligations under the agreement.

Last but not least, we have consent and legality of purpose.

The legality of purpose refers to the requirement that the purpose of a contract must be lawful.

It means that the contract cannot be for an illegal purpose, such as committing a crime or for a purpose that is against public policy.

Examples of illegal purposes include

• Contracts for the sale of illegal drugs.
• Contracts for the commission of a crime.
• Contracts that violate public policy.
• Contracts that are discriminatory.
• Contracts that violate environmental regulations.

The lawful purpose is important because it ensures that the parties are not engaged in illegal or harmful activities and that the contract is in the public interest.

Contracts that violate the law or public policy are not enforceable and can lead to legal and financial consequences for the parties involved.