When Does an Informal Agreement Become a Binding Contract?

At What Point Does an Informal Agreement Become a Binding Contact

At what point does an informal agreement become a binding contract? We encounter dozens of contracts and agreements daily, but it can be difficult to understand what makes an agreement legally enforceable. You may wonder the difference between your verbal agreement to meet a friend for dinner and the contract you signed when you bought your car. While it may seem ridiculous to think of your friend suing you for not showing up to dinner, there is a chance in some instances that it could be considered an enforceable agreement, even if it would be silly to enforce.

This article will examine the difference between an informal agreement and a legally binding contract and provide a distinction to help you understand your rights and obligations.

The Elements of a Legally Binding Contract

An enforceable contract is a binding agreement between the parties providing goods, money, services, or other consideration. Being legally binding means that if one party does not fulfill the requirements under the contract, the other can take them to court to either force them to hold up their end of the deal or face additional penalties. Because failing to follow a binding contract or doing something wrong can subject you to legal recourse, it is vital to understand the full implications of the agreement before you sign it and create legal relations between you and another person.

For an agreement to be legally binding, it must have all of the elements required, rather than just being an offer or informal agreement. These elements are not listed in many statutes but have come from a long case law history.

Offer and Acceptance

The first element of a contract is the offer and acceptance stage. This means that one party makes an offer to the other party to buy, sell, perform, pay, or do something for the benefit of the other, and the other party accepts that offer. There has been much discussion over how and when an offer is accepted and what kind of answer is required, including not stopping the offering party from doing the work they offered and when something is a counteroffer rather than acceptance. However, in its basic form, to accept an offer means that you have fulfilled the first element of a contract.

Mutual Assent

Another vital component of binding contracts is mutual consent, which is a legal term for the willingness of both parties to agree to the terms in the contract and make them binding. This means that the parties agreed in good faith to be bound by the contract and to perform the terms and obligations according to it.

Many contracts may also go wrong because this concept relies so heavily on the subjective understanding and intention of the parties. Many parties may try to escape their obligations by claiming they did not intend to enter into a legally binding contract. This area of contract law has caused much discussion, but when a formal binding contract is created, it can be difficult to argue against mutual agreements unless there is a question of capacity.


The next element is consideration, which is the mutual benefit of both parties involved. Consideration can be goods, money, services, or anything else either party wants or needs. This legal idea stops either party from accepting an offer that provides no value to them. It is the idea that one party gave the other a promise in exchange for their promise, and without the mutual promise, the contract could not be legally binding.

Much discussion exists about what is considered consideration and how the parties agree on the shared promises. Still, it is important to understand and protect against binding contracts going wrong because they fail to include consideration.


Another wrinkle in creating binding contracts is the idea of capacity, which is the mental fitness of a party to participate in negotiating and signing a contract. Capacity can be affected by mental health, substance use and abuse, age, and other limiting factors. Ensuring that the other party is mentally capable of signing documents and present to carry out the obligations.


Finally, you must ensure that the contract is legal under the laws of the state or county where you sign it and intend to enforce it. Various laws impact certain elements, such as fraud or duress defenses to enforcement and requiring certain agreements to be in writing. For example, it would be illegal for a person to claim acceptance when you are threatening someone’s family or safety.

If you have fulfilled the elements above, you have likely made your contract legally binding.

The Role of Verbal Contracts

A verbal contract is an agreement between two parties that would otherwise fulfill all the elements above, but it is not a written agreement. Yet the elements above make verbal contracts binding even without the written contract; however, many jurisdictions will only allow enforcement of this contract in limited circumstances with very limited terms. This is to protect against a claim of a contract when there is no record to support its existence.

For example, in Minnesota, landlords and tenants may have an oral lease, but it cannot guarantee the tenancy for more than a year, and the only terms allowed to be enforced are the payment of rent. A written, formal agreement between them provides additional terms.

Statute of Frauds

Certain types of contracts need to be written in many jurisdictions to create legal relations. A court will commonly require written contracts for marriage, the sale of goods, the sale or transfer of real property, contracts that cannot be completed within one year, and other specific instances. Understanding when a contract needs to be written can help ensure it is legally binding.

Making an Informal Contract Legally Binding

Every day, we make dozens of informal contracts when we pay to park in parking ramps or plan to meet a friend for drinks. In many of these agreements, there is consideration and mutual assent because you exchanged money for a parking spot or provided the service of companionship in exchange for your friend.

Yet we would not consider each informal contract binding because there is no formal signature or contract, even if they can be considered so. If you are concerned about the performance of informal contracts, even if you think it is not binding, it may be helpful to speak with an attorney to determine your rights. Nonbinding contracts are difficult to draft and are considered outside the norm.

While there is no straight answer to the exact moment informal contracts become binding, any of these agreements are likely to have binding characteristics and should be taken seriously.

If you want to learn more about when an informal agreement becomes binding, contracts, and more, contact ADR Times!

Emily Holland
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