Agreement, consideration and intention get you most of the way to a binding contract — but two further requirements can still bring the whole thing down. The terms must be certain enough for a court to enforce them, and each party must have the legal power to bind themselves. As a solicitor, you'll regularly need to tell a client whether the deal in front of them is enforceable, whether a vague clause sinks it, and whether the person on the other side could even be held to it. Getting this wrong means advising on a contract that doesn't exist.
What this lesson covers:
- Overview — the five essentials of a valid contract, and what certainty and capacity each require.
- Certainty of Terms — when an agreement is too vague to enforce, and the courts' instinct to uphold bargains.
- Mechanisms That Save an Uncertain Agreement — formulas, valuations, external standards and statutory gap-fillers that supply missing content.
- Agreements to Negotiate, Lock-Out and 'Subject to Contract' — why some promises fail, how severance works, and the effect of holding terms back.
- Capacity: Minors — necessaries, beneficial employment contracts, and the reasonable-price rule.
- Minors: Voidable Contracts and Remedies — repudiation, recovery of money, fraud and guarantees.
- Capacity: Mental Incapacity and Intoxication — when a contract becomes voidable and who must still pay.
- Capacity: Companies — the death of ultra vires and the protection for those dealing in good faith.
- Formalities: Guarantees and Land — what must be in writing and signed to be enforceable.