Legal English – Peter’s Pills – Lesson 73 – Essential Elements of a Contract

Legal English for Notaries - By Federnotizie

Essential Elements of a Contract



Please pay attention to the vocabulary used to define the essential elements of a contract in the UK.

Legal scholars agree that there are 5 essential elements of a contract in the UK. These are:

  1. Offer: A contract begins with one party making an offer to another, indicating a willingness (volontà) to enter into an agreement under certain terms;
  2. Acceptance: Acceptance of this offer must be clear and unambiguous, forming mutual assent (assenso reciproco) between the parties. Acceptance must mirror the offer and not be a counteroffer;
  3. Consideration (più o meno corrispettivo; più o meno sinallagma): Each party must provide something of value, whether it is goods, services, money, or a promise to do or refrain (astenersi) from doing something. This exchange of value distinguishes a contract from a gift or a unilateral promise. Consideration must be sufficient, but need not be adequate. It is legal to sell a Ferrari for £1,00;
  4. Intention: Both parties must intend for the agreement to have legal consequences and to create legal relationships. Social and domestic
    agreements generally lack (non hanno) this intention, but commercial agreements are presumed to have it unless proven otherwise;
  5. Capacity: Parties entering into a contract must have the legal capacity to do so. This means they must be of sound mind (sani di mente), of legal age (maggiorenni), and not under duress (costrizione) or undue influence (influenza indebita).

Some legal scholars add 3 additional elements. These are:

  1. Legality: The purpose of the contract and its terms must not violate any laws or public policy (public policy). Contracts to commit illegal acts or that are against public interest are unenforceable (inefficaci).
  2. Certainty: The terms of the contract must be clear and sufficiently definite for a court to enforce them. Vague or ambiguous terms can lead to disputes and render the contract unenforceable.
  3. Consent: Both parties must enter into the contract freely and without mistake (errore), misrepresentation (travisamento), or coercion (coercizione).

Thank you very much, and see you next time for more Peter’s Pills to improve your legal English.

Read more about the essential elements of a contact in Part 1 of this book: “Contract Law” (.PDF).

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