Essentials of a valid contract

Essentials before enforcement

A valid contract requires competent parties, mutual assent, lawful purpose, and consideration. Its essential terms must also be sufficiently definite. Start with these elements before asking whether a writing is required.

Competent parties have legal capacity to contract. Minority or impaired capacity can affect enforceability; a minor's ordinary contract is generally voidable by the minor, rather than automatically void. Mutual assent means agreement through an offer and acceptance of its terms. Changing a material term creates a counteroffer rather than accepting the original offer. Assent must be genuine: fraud, duress, and undue influence may make an agreement voidable.

Consideration is a bargained-for exchange of legal value. A buyer's promise to pay and a seller's promise to convey can supply consideration before money changes hands. Earnest money is not an independent universal requirement for contract formation, although an agreed deposit obligation must be honored. Love and affection, sometimes called good consideration in discussions of gifts, are not the bargained-for valuable consideration needed for an ordinary exchange contract. Lawful purpose means the agreement cannot require illegal performance. Definite terms identify what the parties have agreed to, including the property and price or an ascertainable way of determining it.

Florida writing rules

Florida Statutes section 725.01 generally requires a writing signed by the party to be charged, or that party's lawfully authorized representative, to enforce a land-sale contract. A sufficient signed note or memorandum can satisfy the statute. The section also covers leases longer than one year and agreements not to be performed within one year from their making. A sale scheduled to close next month still falls within the land-sale category.

Distinguish a contract to convey from the instrument that conveys title. Under Florida Statutes section 689.01, an ordinary deed requires a written instrument signed in the presence of two subscribing witnesses. That section expressly removes the subscribing-witness requirement for real-property leases and instruments pertaining to leases. Do not import the deed's witness requirement into every purchase contract.

Classify the problem

A valid contract satisfies the required elements. A void agreement has no legal effect. A voidable contract can be avoided by a protected party. An unenforceable agreement cannot be judicially enforced because of a legal barrier, such as the statute of frauds. For exam analysis, assume ordinary transactions with no special exception stated; actual capacity and equitable exceptions can require legal advice.