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  • Writer's pictureVinicius Adam

Crafting Clarity: A Short Guide to Understanding Contract Basics

Updated: Jan 29


Contracts are a fundamental aspect of conducting business and engaging in personal agreements. They lay the foundation for trust and understanding between parties and ensure that each party's rights and responsibilities are clearly defined. Whether you're a business owner, employee, or consumer, understanding the basics of contracts can help you navigate many of life's legal landscapes.

Understanding the Basics of Contracts

A contract is a legally enforceable agreement between two or more parties, typically involving an offer, acceptance, consideration, capacity to contract, intent, and legality. While offer and acceptance, collectively known as "assent" to enter into a contract, along with consideration, are essential for forming a contract, the frequent emergence of capacity, intent, and legality issues necessitates their consideration during the contract formation process.

1. Offer and Acceptance

Explanation: An offer is a clear proposal made by one party (the offeror) to another (the offeree), indicating a willingness to enter into a contract under certain terms. Acceptance is the unconditional agreement to all the terms of the offer. For a contract to be valid, there must be a clear offer followed by an unambiguous acceptance.


  • Offer: A homeowner offers to pay a painter $1,500 to paint their house, specifying the color and timeframe.

  • Acceptance: The painter agrees to complete the job for $1,500 in the specified timeframe, accepting the offer without any changes.

2. Consideration

Explanation: Consideration is what each party gives up to the other as part of the agreement. It's the value that induces the parties to enter into the contract. Consideration must be something of value, although it doesn't necessarily have to be money.


  • Consideration: A client hires a lawyer to represent them in a case. The lawyer's consideration is the legal services provided, and the client's consideration is the payment for these services.

3. Capacity

Explanation: Capacity refers to the legal ability of a party to enter into a contract. Generally, the parties must be of a certain age (usually 18) and have a sound mind. Certain individuals, like minors, those under the influence of drugs or alcohol, or those with certain mental deficiencies, may lack the capacity to contract.


  • Lack of Capacity: A 16-year-old enters into a contract to buy a car. The contract is potentially voidable because minors typically do not have the capacity to enter into contracts.

4. Intent

Explanation: For a contract to be valid, the parties must intend to create a legally binding agreement. This is often assessed by the outward expression of the parties' intention, rather than their internal, subjective intentions.


  • Lack of Intent: Two friends jokingly agree to sell each other their cars for $10. Neither party is serious, and thus there is no intent to form a legally binding contract.

5. Legality

Explanation: For a contract to be enforceable, its purpose must be legal. Contracts formed for the purpose of committing illegal acts are void and unenforceable.


  • Illegality: Two individuals sign a contract where one agrees to pay the other for smuggling contraband. This contract is illegal and thus void from the beginning.

Types of Contracts

Contracts can vary in form and structure. Understanding the different types can help in identifying the nature and obligations of the agreement.

Express vs. Implied Contracts


  • Express contracts are explicitly stated and agreed upon at the time of formation, either orally or in writing.

  • Implied contracts are formed by the behavior of the parties that suggests an agreement has been made.


  • Express: A written contract for the sale of a car detailing the purchase price, the payment schedule, and the delivery date.

  • Implied: A customer sits at a restaurant and orders a meal, implying they will pay for the service and food provided.

Bilateral vs. Unilateral Contracts


  • Bilateral contracts involve two parties where each promises to perform an act or forbearance.

  • Unilateral contracts involve one party making a promise in exchange for the other's performance.


  • Bilateral: A client hires a web developer to create a website, and the developer agrees to do so in exchange for payment.

  • Unilateral: A homeowner offers a reward to anyone who finds and returns their lost dog.

Written vs. Oral Contracts


  • Written contracts are agreements that are written down and signed by the parties.

  • Oral contracts are agreements made verbally and are just as binding as written contracts in many cases, although they can be harder to prove.


  • Written: A lease agreement for renting an apartment.

  • Oral: An agreement between friends that one will babysit the other's child in exchange for a favor.

The Statute of Frauds

The statute of frauds is a legal requirement that certain types of contracts must be in writing to be enforceable in court. These typically include contracts for the sale of real estate, agreements that cannot be completed within one year, contracts for the sale of goods over a certain value, and agreements to pay someone else's debt. In essence, it mandates that these agreements be documented in writing to ensure their validity and prevent potential disputes.

Breach of Contract and Remedies

A breach of contract occurs when one party fails to perform as agreed upon in the contract. The non-breaching party is entitled to seek remedies for the breach.

Remedies for Breach of Contract

Explanation: Remedies are the legal means for the non-breaching party to enforce the contract or receive compensation for losses. Common remedies include damages, specific performance, and rescission.


  • Damages: A contractor fails to complete a renovation on time, causing the homeowner to incur additional costs for temporary housing. The homeowner can seek damages to cover these costs.

  • Specific Performance: A seller refuses to transfer a unique piece of art after receiving payment. The buyer may seek a court order requiring the seller to deliver the art.

Defenses to Breach of Contract

In some cases, the party accused of breaching the contract may have valid legal defenses that can nullify the accusation or mitigate the consequences.

Common Defenses to Breach of Contract

Defenses include lack of capacity, duress, undue influence, misrepresentation, mistake, impossibility, illegality, and unconscionability.

1. Lack of Capacity:

   - Explanation: Lack of capacity refers to a situation where one or more parties to a contract do not have the mental capacity or legal ability to understand and enter into a contract.

   - Example: A contract entered into by a minor (someone under the age of 18) may be voidable by the minor because they lack the legal capacity to enter into a binding contract.

2. Duress:

   - Explanation: Duress occurs when one party is coerced or forced into entering a contract under the threat of physical harm, blackmail, or other unlawful pressure.

   - Example: If someone signs a contract to sell their property after being threatened with harm, the contract may be voidable due to duress.

3. Undue Influence:

   - Explanation: Undue influence occurs when one party exerts significant pressure or influence over another party, often exploiting a position of trust or authority, to get them to enter into a contract.

   - Example: If an elderly person is persuaded by their caregiver to change their will in favor of the caregiver, claiming that it's for the best, it might be considered undue influence.

4. Misrepresentation:

   - Explanation: Misrepresentation involves making false statements or representations, either knowingly or negligently, that induce another party to enter into a contract.

   - Example: If a car seller falsely claims a used car has never been in an accident to convince a buyer to purchase it, and it later turns out to be untrue, it could be a case of misrepresentation.

5. Mistake:

   - Explanation: Mistake occurs when both parties to a contract have a mistaken understanding of a material term or fact within the contract.

   - Example: If two parties agree to sell a painting, believing it to be a famous original, but later discover it's a well-made forgery, a mistake in the contract may be claimed.

6. Impossibility:

   - Explanation: Impossibility refers to situations where it becomes objectively impossible to fulfill the obligations specified in a contract due to unforeseen events or circumstances.

   - Example: If a musician contracts to perform at a venue but becomes seriously ill on the event date, making performance impossible, the contract may be discharged due to impossibility.

7. Illegality:

   - Explanation: Contracts that involve illegal activities or violate established laws are considered illegal and unenforceable.

   - Example: A contract to sell stolen goods or to commit a crime would be illegal and unenforceable.

8. Unconscionability:

   - Explanation: Unconscionability refers to contracts that are so one-sided, oppressive, or unfair that they shock the conscience of the court.

   - Example: A contract where one party is forced to sign away all their legal rights without any bargaining power may be deemed unconscionable and unenforceable.

9. Statute of Frauds:

   - Explanation: The statute of frauds requires certain types of contracts to be in writing to be enforceable, including contracts for the sale of real estate, contracts that cannot be performed within one year, and others specified by law.

   - Example: An oral agreement to sell a piece of land may not be enforceable under the statute of frauds if it's not in writing as required by law.


Contracts are an integral part of securing agreements and ensuring fair play in both personal and business affairs. By understanding the key elements, types, breaches, and remedies of contracts, individuals and businesses can navigate agreements with greater confidence and legal awareness. For those seeking assistance with contract formation, enforcement, or disputes, VAdam Law is dedicated to providing expert legal counsel tailored to your specific needs. Our commitment is to ensure that your contractual agreements are robust, fair, and enforceable. Contact us to navigate the complexities of contract law with confidence and clarity.

If you would like to learn more about VAdam Law and schedule a free consultation, visit our online scheduling portal or call 24 hours a day at (954) 451-0792.



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