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  • Writer's pictureArida Lawyers

Decoding Contract Formation: Five Pillars of a Legally Binding Agreement

At Arida Lawyers, we recognise the importance of a robust, legally sound contract in ensuring the smooth running of business transactions and personal arrangements. In this article, we will explore the five fundamental principles of contract formation in the jurisdiction of New South Wales. By understanding these essential elements, you can ensure your agreements are valid, binding, and enforceable.

I. Offer

Every contract begins with an offer. This offer outlines the specific terms to which the initiating party, the offeror commits. An offer can be directed towards an individual, a group, or even made publicly. From a legal perspective, the offer's validity is determined by the objective standard of a reasonable person standing in the offeree's shoes. The offer must be distinct from mere invitations to treat, like advertising products, supplying information, or making grandiose claims. If you receive an offer, it's crucial to know that you have the right to reject it before acceptance, provided you communicate this rejection to the offeror.

II. Acceptance

Once an offer is made, acceptance is the next critical step for the contract to become binding. Acceptance can be unilateral - accepted by conduct - or bilateral, where both parties agree to the contract's terms for future performance. The courts use an objective approach to ascertain acceptance, taking into account the conduct of the parties involved. Finally, the acceptance must be communicated to the offeror, either orally or in writing, as required.

III. Intention

For a contract to be legally binding, both parties must demonstrate an intention to create legal relations. The courts often infer this intention based on factors such as the language used, the agreement's subject matter, the parties' status and relationship, and the context of the agreement. It is generally presumed that commercial contracts and agreements are intended to create legal relations.

IV. Consideration

Consideration is the value exchanged in a contract. It often takes the form of a promise to pay money, sell land, provide services, purchase goods, or refrain from specific actions. The consideration must 'move' from the promisee, causing a detriment (monetary or otherwise), to the promisor, who receives a benefit.

V. Capacity

Finally, contractual capacity is a crucial component of a legally enforceable contract. If a party to the agreement lacks the capacity to enter into a contract due to factors like age, mental impairment, or intoxication, the aggrieved party may seek orders for the contract to be rendered voidable ab initio (meaning of no legal effect).

The Way Forward

In essence, forming a contract is a complex process that requires a comprehensive understanding of the principles of contract law to ensure it is binding and enforceable. Awareness of these key elements can help you understand your rights and potential remedies if any issues arise during the contract's lifespan.

At Arida Lawyers, we specialise in contract law and can guide you through the complexities of contract formation and enforcement. If you require legal advice, contract drafting, or assistance with dispute resolution, don't hesitate to get in touch with our expert team. We are here to safeguard your interests and ensure your contracts stand up to the rigours of the law. Contact us on 1300 146 390 for your initial consultation or email us your inquiry to

This article provides general information relevant to our expert services. It is not legal advice and should not be relied upon as such. If you are seeking legal advice, you should contact us for a free initial consultation.

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