Valid contract

An extraordinary equitable remedy that compels a party to execute a contract according to the precise terms agreed upon or to execute it substantially so that, under the circumstances, justice will be done between the parties. By compelling the parties to perform exactly what they had agreed to perform, more complete and perfect justice is achieved than by awarding damages for a breach of contract. The remedy of specific performance presupposes the existence of a valid contract between the parties to the controversy.

The terms of the contract must be definite and certain. It would be unjust for a court to compel the performance of a contract according to ambiguous terms interpreted by the court, since the court might erroneously order what the parties never intended or contemplated.

See full list on legal-dictionary. Specific performance can be granted only by a court in the exercise of its Equity powers, subsequent to a determination of whether a valid contract that can be enforced exists and an evaluation of the relief sought. Damages for the breach of a contract for the sale of ordinary personal property are, in most cases, readily ascertainable and recoverable so that specific performance will not be granted. A rare stamp collection is a unique chattel for purposes of specific performance, whereas stock listed on the New York or American Stock Exchange is not unique. Antiques, heirlooms, or one-of-a-kind items are considered unique because money cannot replace their value to the plaintiff.

The claim that an object has sentimental value to the plaintiff is not, in and of itself, sufficient to justify specific performance. When the sentiment or personal desire for the object is based upon facts and circumstances that endow the item with a special value so that it becomes a family heirloom, specific performance will be granted.

Specific performance may be ordered instead of (or in addition to) a judgment for money if the contract can still be performe and money cannot sufficiently reward the plaintiff. Example: when a defendant was to deliver some unique item such as an art work and did not, a judge may order the defendant to actually deliver the art work. If the defendant refuses to obey that order, she can be cited for criminal Contempt and even imprisoned. The defendant can also be cited for civil contempt for continuing to refuse to obey the order and can be incarcerated until she agrees to obey it. These enforcement powers are one of the principal reasons why plaintiffs seek specific performance of contracts.

A plaintiff seeking specific performance of a contract must have contracted in Good Faith. If the plaintiff has acted fraudulently or has taken unfair advantage of superior bargaining power in drafting extremely harsh contract terms with respect to the defendant, the plaintiff has thereby contravened the doctrine of clean hands. Under that doctrine, the court will deny relief to a party who has acted unjustly in regard to a transaction for which that party is seeking the assistance of the court. A classic example of the clean hands doctrine involved Charles Flowers, an outstanding college football player who was drafted by the New York Giants and Los Angeles Chargers.

According to the college rules, however, any player who signed a contract to play for a professional team was ineligible for further intercollegiate games. One of the terms of the contract provided that it was binding only when approved by the commissioner of football. Part of the plan was that the contract would not be submitted for approval until after January 1. Flowers subsequently attempted to withdraw from the contract , but the Giants promptly filed it with the commissioner, who approved it on December 15.

Public announcement was withheld until after January 1. On December 2 Flowers negotiated a better contract with the Chargers and signed it after the Sugar Bowl game.

He notified the Giants on December that he was withdrawing from his contract with them and returned his uncashed bonus checks. The Giants sought specific performance of their contract with Flowers. Equitable relief will be denied to anyone who has acted unjustly or with bad faith in the matter in which she seeks relief, irrespective of any impropriety in the behavior of the defendant.

Any intentional act concerning the Cause of Action that violates the standards of fairness and justice is sufficient to prohibit the granting of equitable relief. If there had been a straightforward execution of the contract , followed by its filing with the commissioner, none of these legal problems would have existed. The court refused to specifically enforce the contract.

The same principle applies where the chattel is scarce and cannot be readily repurchased on the open market even though it is not unique. Where the same contract combines unique and ordinary items, the entire contract will be specifically enforced. Insolvency of the defendant, which prevents the plaintiff from collecting damages, does not determine whether specific performance will be granted. In many instances, specific performance is denied where courts would be unduly burdened with the task of supervising the performance. As a general rule, equity will not order acts that it cannot supervise.

Supervision is a particular problem in building or repair contracts because the court lacks the technical expertise, means, or agencies to learn exactly what tasks the contractor is performing or whether she is performing them properly. The doctrine of clean hands is a defense in an action for specific performance. As explained in the discussion of the case of Charles Flowers, a court will deny specific performance if the plaintiff has acted in bad faith or fraudulently in the same transaction for which he is seeking relief. Failure to disclose material facts to the defendant that, if reveale would have prevented a contract from being made is a ground to deny specific performance. High Court Case Summaries on Contracts.

The Evolution of Court-Ordered Mergers: An Equitable Remedy or a Marriage Made in Hell? Mercer Law Review (summer). Offer An agreement happens when an offer is made by party (eg an offer of employment) to the other, and that offer is accepted. An offer is a statement of terms which the person making the offer is prepared to be contractually bound to.

An offer is different from an invitation to treat which only invites someone to make an offer, and is not intended to be contractually binding. For example, advertisements, catalogues and brochures where prices of a product are listed are not offers but invitations to treat. Any negotiations between the parties are counter-offers, not acceptance.

All parties must have the ability to understand the terms of and any obligations under the contract. These type of people generally lack the capacity to enter into contracts: 1. Parties must exchange some value for a contract to be binding. Examples of insufficient consideration include: 1. This is called consideration. January cannot be consideration for a contract entered into in October) 4. Not all agreements between parties are contracts. It must be clear that the parties intended to enter into a legally binding contract.

In the case of business agreements, the general assumption is that the parties intended to enter into a contract. In social situations, there is generally no intention for agreements to become legally binding contracts (eg friends deciding to meet at a specific time would not constitute a valid contract ). Use valid contract in a sentence “ I know he wrote the terms on a cocktail napkin, but you must understand that signing it created a valid contract, so realize he can come after you for the money owed. An offer occurs when one party presents something of value that they wish to exchange for something else of value. The offer is usually the terms that make up the contract. For instance, when a caterer wishes to create a Catering Contractwith a client, the offer is the terms of the catering service, which includes the catering schedule and the cost of the service.

After an offer is presente it can be accepted or declined. Offer and acceptance go hand-in-han and although acceptance may seem redundant, it is an important element that ensures contracts are not formed without being properly acknowledge agree and accepted. Acceptance simply means that the offer presented was accepted.

For instance, if I offered my neighbor $to mow my lawn and he mowed my lawn without verbally accepting my agreement, his action suggests he agree and I woul. Oftentimes, consideration is money, but it can be a service, an object, or anything else of value. In fact, consideration can even be a right, interest, or benefit. For instance, if you and your neighbor agree to share access to each other’s backyards, you and your neighbor are offering a right to each other (i.e. the ability to use each other’s backyards). In this case, the consideration is a right, which is being exchanged for another right.

With consideration, remember that past consideration (meaning money, services, or something else that was provided before the offer was made) is typically not valid when forming a contract. Read More: What Makes a Contract Invalid? At some point, you may have heard the phrase “meeting of the minds”. For instance, a son tells his mother that he will tile his mother’s floor over the weekend in exchange for one of her old cars. After the son tiles the floor, the mother refuses to transfer the car’s Bill of Saleto him.

In this example, there is a chance that the mother was joking or humoring her son when she agreed to trade her car as payment. So, although there was an accepted offer and consideration, a court may still be unsure if the mother intended to form an actual contract with her son. Most often, individuals can avoid uncertainty surrounding intention by puttin. Legality refers to the subject matter of the contract and whether it is legal.

For instance, in states where online gambling is illegal, like Utah, an individual would likely be unable to form a contract where they pay someone’s online gambling debts in exchange for a service. Not everyone is eligible to form a contract, which is where capacity comes in. Capacity means that a person has the legal ability to sign the contract. It can involve mental capacity, as in the ability to understand the contents of the document (i.e. a sound mind). For example, someone can’t claim they did not have the capacity to sign a contract simply because they didn’t understand a word used in the document.

Capacity can also refer to someone’s ineligibility for other reasons, such as a person’s age, declaration of bankruptcy, or past or current incarceration. It would be easy to think a contract was formed when it was signe but, as you’ve learne it’s more complex than that. When preparing to sign your next contract, ensure you’ve checked off all the essential elements, so you can have peace of mind knowing your contract was formed legitimately.

Once the original proposal is accepted it becomes an agreement. A contractis basically formed when an offer is accepted. The agreement must be consensual on both sides and both parties must agree to all facets of the agreement. Offers can be revoked at any time before acceptanceoccurs. Offers must be distinguishable from an invitation, so the other party knows they are entering into a contract.

The acceptance must be for the offer made if not, it will be considered a counter-offer. To create a legally binding agreement, both parties must intend to enter into a legal relationship. Once both parties agree to a contract , they are bound by it, though the contract could be conditional based on other matters. The consideration portion in a contract is something that you expect to get in return. Abstinence Every contract must be supported by consideration and the consideration must be valuable.

Consideration can take numerous forms such as: 1. If a contract meaning is uncertain or the contract is not capable of being certain, then the contract would be deemed void. Contracts exist for the parties involved but also in case any legal action occurs. If the contact is part of a case, proving its existence may become necessary. In this situation, oral contracts are extremely difficult to prove. Other contract types like written ones are easier to prove because of the paper trail involved.

Even if a contract has all of the essential elements there is still a risk of it being deemed unenforceable due to other issues such as: 1. Lack of capacity of one party to enter into the contract. Mistakes in the nature of the contract , 3. Misrepresentationsof facts included in the contract. An illegal or immoral contract , or a contract that was created under duress. Both persons need to be legally able to enter into a contract and meet the eligibility requirements called the Capacity of Contract.

Every person entering into a contract should be: 1. Of legal age to enter into a contract. Not disqualified from entering into a contract. Entering the contract of their own free consent. Additionally, when a contract is gained through unfair means it could also be considered voidable.

What are the examples for a valid contract? What are the requirements for a valid contract? There are some contracts that are requir. What makes a contract legally valid?

How to form a valid contract? In general, a contract must at least contain the following elements to be classed as valid : An offer and acceptance of that offer One of the parties involved in the agreement must make some kind of offer, they must describe what product or service is being provided. The other party or parties must then accept the offer and its terms.

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If the main elements are not in contract , it would be an invalid contract. Knowing the features of a valid contract is an important part of entering into any agreement. Offer The first element in a valid contract would be offer.

Under China Contract Law, a valid contract is one that is agreed by the parties to the contract and in the meantime not in violation of any compulsory laws. Agreed by the parties” means the meeting of the minds of the parties to the contract. But often just meeting of mind is not enough. The essentials of a valid contract are: 1. When a contract is valid , it basically means that it is enforceable under both state and federal laws. Make sure you have all the parts of a contract.

A valid offer must be sufficiently definite.