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Am Jur 2d - Contracts § 18

II. Formation of Contracts, A. In General, 1. Elements; Mutuality of Remedy, § 18 - Elements of contract, generally

The elements of a valid contract have been stated as-

  • parties competent to contract, a proper or lawful subject matter, consideration, mutuality of agreement or assent, and mutuality of obligation.[1]

  • offer; acceptance in strict compliance with the terms of the offer; a meeting of the minds; each party's consent to the terms; and execution and delivery of the contract with the intent that it be mutual and binding[2] and consideration.[3]

  • offer, acceptance, consideration, and a meeting of the minds between the contracting parties on all essential elements.[4]

  • offer, acceptance, and consideration.[5]

  • (1) capacity to contract; (2) mutual consent; (3) a lawful cause; (4) and an object that is lawful, possible, and determined or determinable.[6]

  • (1) two or more contracting parties, (2) consideration, (3) an agreement that is sufficiently definite, (4) parties with legal capacity to make a contract, (5) mutual assent, and (6) no legal prohibition precluding contract formation.[7]

  • parties capable of contracting, consent or mutual assent of the parties, a lawful object, and sufficient consideration.[8]

  • parties with the capacity to contract, mutual consent of the parties that is freely given, a certain object for the contract, and a lawful purpose.[9]

  • mutuality of intent to contract, consideration, and lack of ambiguity in the offer and acceptance.[10]

  • an offer, acceptance, consideration, and mutual assent[11] to the contract's essential terms.[12]

  • an offer, acceptance, contractual capacity, consideration, a manifestation of mutual assent, and legality of the object and of the consideration.[13]

  • a meeting of the minds of the parties in mutual assent to the terms, sufficient consideration, free from fraud or undue influence, not against public policy, and sufficiently definite to be enforced.[14]

A contract is made at the time the last act necessary to its formation is done.[15] In addition to where the last act necessary to complete the contract is performed, a contract is also said to be completed at the place where the offer is accepted.[16] Thus, if a contract is made by telephone, it is made where the acceptor speaks into the phone.[17]

While the existence of a contract is a question of fact, whether a certain or undisputed state of facts establishes a contract is a question of law for the court.[18]

Under the Uniform Electronic Transactions Act, a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.[19]

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1   Gason v. Dow Corning Corporation, 2016 WL 1046283 (E.D. Mich. 2016) (applying Michigan law) ; Bank of the Ozarks, Inc. v. Walker, 2016 Ark. 116, 2016 WL 1072682 (2016) ; AFT Michigan v. State of Michigan, 497 Mich. 197, 866 N.W.2d 782, 320 Ed. Law Rep. 398 (2015) .

2   Gallier v. Woodbury Financial Services, Inc., 2016 WL 1090106 (S.D. Tex. 2016) (applying Texas law) ; Nuszen v. Burton, 2016 WL 1072489 (Tex. App. Houston 14th Dist. 2016) .

3   Nuszen v. Burton, 2016 WL 1072489 (Tex. App. Houston 14th Dist. 2016) .

4   Jernas v. Gumz, 53 N.E.3d 434 (Ind. Ct. App. 2016) .

5   Armstrong v. Collins, 366 S.C. 204, 621 S.E.2d 368 (Ct. App. 2005) .

6   Broussard v. First Tower Loan, LLC, 150 F. Supp. 3d 709 (E.D. La. 2015) , as modified on other grounds on denial of reconsideration, 2016 WL 879995 (E.D. La. 2016) .

7   Caplin Enterprises, Inc. v. Arrington, 145 So. 3d 608 (Miss. 2014) .

8   Covenant Investments, Inc. v. First Sec. Bank, 2014 MT 14, 373 Mont. 353, 317 P.3d 197 (2014) ; Ehlen v. Melvin, 2012 ND 246, 823 N.W.2d 780 (N.D. 2012) .

9   New Orleans City v. Ambac Assur. Corp., 815 F.3d 196 (5th Cir. 2016) (applying Louisiana law) ; Belin v. Dugdale, 43 So. 3d 272 (La. Ct. App. 2d Cir. 2010) .

10   Solaria Corporation v. United States, 123 Fed. Cl. 105 (2015) .

11   Corporate America Car Wash System v. City of Birmingham, 2016 WL 837718 (N.D. Ala. 2016) (applying Alabama law) ; Ellison v. Town of Yorktown, 47 N.E.3d 610 (Ind. Ct. App. 2015) .

12   Walker v. Walker, 144 So. 3d 359 (Ala. Civ. App. 2013) ; Southeast Caissons, LLC v. Choate Const. Co., 784 S.E.2d 650 (N.C. Ct. App. 2016) .

13   Barrett-O'Neill v. Lalo, LLC, 2016 WL 1110319 (S.D. Ohio 2016) (applying Ohio law) ; Helton v. U.S. Restoration & Remodeling, Inc., 2016-Ohio-1232, 2016 WL 1178557 (Ohio Ct. App. 10th Dist. Franklin County 2016).

14   ICG Link, Inc. v. Steen, 363 S.W.3d 533 (Tenn. Ct. App. 2011) .

15   Graham v. TSL, Ltd., 350 S.W.3d 430 (Ky. 2011) .

16   Youngquist Brothers Oil & Gas, Inc. v. Industrial Claim Appeals Office of, 2016 COA 31, 2016 WL 736279 (Colo. App. 2016) , cert. granted, 2016 WL 4099264 (Colo. 2016) ; Krusen v. Maverick Transp., 208 S.W.3d 339 (Mo. Ct. App. S.D. 2006) .

17   Poor Boy Tree Service, Inc. v. Dixie Elec. Membership Corp., 390 S.W.3d 930 (Mo. Ct. App. S.D. 2013) .

18   Covenant Investments, Inc. v. First Sec. Bank, 2014 MT 14, 373 Mont. 353, 317 P.3d 197 (2014) ; Resetarits Const. Corp. v. Olmsted, 118 A.D.3d 1454, 988 N.Y.S.2d 797 (4th Dep't 2014) ; Stevens and Wilkinson of South Carolina, Inc. v. City of Columbia, 409 S.C. 568, 762 S.E.2d 696 (2014) .

19   Unif. Electronic Transactions Act § 7(b) .
 As to electronic signatures and other modes of signing contracts, generally, see §§ 168 , 172 to 176 .

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