Introduction to Elements of a Contract

In the following sections, we will dive into the three required elements of a contract: (1) offer, (2) acceptance, and (3) consideration. Also, we will see that an agreement is the combination of the offer and the acceptance, and the agreement must reflect the mutual assent of the parties.

Note: Some states and legal scholars expand this list to include:

• whether the subject matter is legal (i.e., permitted by public policy),

• whether the parties have capacity to enter into a contract, and

• whether the law requires the contract's form to be in writing to be enforceable.

However, these are best understood as affirmative defenses to contract breach claims, especially in light of the fact that the only elements that all

Agreement: The Essence of a Contract

As noted above, the offer and the acceptance combine to form an agreement. The core of a legal contract is the agreement between the parties. As the great student of contract law Samuel Williston put it:

It was a consequence of the emphasis laid on the ego and the individual will that the formation of a contract should seem impossible unless the wills of the parties concurred. Accordingly, we find [...] the prevalent idea that there must be a “meeting of the minds” (a new phrase at [the time]) in order to form a contract.*

Although agreements may take any form, including unspoken conduct between the parties, they are usually structured in terms of an offer and an acceptance. These two components will be the focus of our discussion in this section. Then, we will turn to the other major functions of contract law: sorting out agreements that are legally binding (i.e., agreements that are contracts that are enforceable in court) from those that are not.

Attributions and Licensing

Except where otherwise noted, this page's content is adapted from:

• Contracts in Fundamentals of Business Law by Melissa Randall (2020), used under CC BY-NC-SA 4.0.

• The Agreement in Business Law I - Interactive by Melanie Morris (2024), used under CC BY-NC-SA 4.0.

This page is licensed under CC BY-NC-SA 4.0.