Labor Negotiations Law Firm

There must be four broad categories present for there to be a valid (legally enforceable) contract.

1 Offer:

An offer is one party’s desire to contract with another.

But to be a legally enforceable offer, many legal requirements are weighed before the offer is given effect.

Did the offer create a reasonable belief that the offeror meant to enter a contract (an intent to agree)?

What were the circumstances of the offer?

Was it made as a joke?

In other words, was it made as a statement not intended to be an offer?

Were the essential terms defined with enough certainty? 

Were the terms sufficient to be able to be enforced? For Example:

Real Estate Contracts should have land and price identified.

In a Sales Contract, the quantity must be specified, or there must be a way to find the amount precisely.

An employment contract should have a duration or be construed as at-will employment. 

Some terms can be missing, and the court may still find a contract if both parties’ intention to contract is clear.

Sales Contracts needing specific terms may be gap-filled (language imposed by law).

Does the offer say who can accept the offer?

What person, business, or class of person can accept the offer?

Was the offer adequately communicated to the offeree (person who may accept the offer)?

The offer could have been revoked, even if the person making the offer did not think so.

The offer could still be valid even if the person who made it thinks they revoked it.

These are just some of the considerations for making a proper offer.

2. Acceptance:

Acceptance is another party’s desire to accept the terms of the offer.

Can the offeree (person accepting the offer) accept by performance (doing something), or must they accept in a specific way? 

Was it a unilateral contract?

A unilateral contract is intended to be accepted by performance.

Was the offer specific to how, where, and who could accept it?

Was the offer accepted within a reasonable time?

If the offer is accepted by performance and was not a unilateral contract, is there a valid contract?

It depends on the circumstances and how good your attorney is.

Did the operation of law end the offer?

Did something happen to the offeror (person making the offer) that now excuses the contract?

Did something happen to the subject matter of the contract that now excuses the contract?

Did the offeree know that there was an offer?

Was the acceptance proper when dealing with the subject matter of the contract?

Did the offeree, though they kept silent, accept the offer? 

Was it a contract to sell a good (so the UCC would apply- a set of rules that govern these types of contracts)?

If the UCC governs the contract, acceptance can usually only be carried out by the Perfect Tender Rule.

Perfect Tender Rule:

The delivery of the goods must be exactly as the contract demands.

Was it a service contract?

If it is a service contract, it is governed by the Common- Law.

Mirror Image Rule:

The acceptance must be identical to the offer in that the acceptance meets the contract’s exact terms.

Substantial Performance:

Was enough of the performance done to make the contract legally enforceable?

3. Consideration:

Consideration is the benefits or detriments that the parties expect from the contract.

Another way of thinking of Consideration is each party’s “value” of the contract.

Did the contract have proper Consideration?

Was the consideration “bargained for?”

Did each party intend an exchange?

Consideration is a showing that both parties are bringing something to the contract.

In other words, it shows that both parties have something the other wants, and therefore there is some value to the contract.

For Example: If you buy a cell phone, you give the seller money (that is your detriment) and receive the cell phone (a benefit). The seller’s benefit is the sale price, and their detriment is giving up the phone.

Is it a valid Consideration?

Was the detriment induced?

A gift after the fact is not Consideration.

An illegal act is not valid Consideration.

A promise to complete an already owed legal duty is not adequate 

Consideration—Preexisting Duty Rule.

If consideration is not expressed, is it implied?

Some consideration can be shown just by the type of contract.

If a party has amended the contract, does the contract require more consideration?

Sales Contracts for goods do not require added consideration.

Some non-Sales Contracts can be amended without added consideration under certain circumstances.

4. Legal enforceability:

A contract should always be legally enforceable if you plan to enforce the contract.

Is the contract legally enforceable? 

For Example: Is the contract void as a matter of public policy (Is the contract an offense to civilized society)?

Was one party not capable of contracting? 

For Example: Due to incapacity?

Is there a contract defense that makes the contract void?

Above are just some considerations a competent attorney must contemplate when making a contract on behalf of a client.