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This Article is written by Kunal Peelwan of 7th Semester of Chaudhary Charan Singh University of Law, Uttar Pradesh, Interning with Legal Vidhiya


In the intricate domain of contract law, the ability to differentiate between a simple agreement and a legally binding contract is paramount. This article explores the fundamental question: “What Agreements are Contracts?” It explores the fundamental principles that form the foundation of contract law, analysing the essential components that turn a basic agreement into a contract that can be legally enforced. By examining the critical components of offer and acceptance, consideration, intention to create legal relations, certainty, legality of purpose, and party capacity and this article offers a comprehensive understanding of what makes a contract valid and binding. Through real-world examples and legal insights, it navigates the nuances of contract law, providing clarity for individuals and businesses engaged in contractual relationships.

Keywords: Contract law, Agreements, Legally binding, Elements of a contract


Contracts are the very backbone of our legal and commercial systems, facilitating transactions, safeguarding rights, and fostering trust in myriad aspects of our lives. Yet, not all agreements are contracts, and understanding the fine line that demarcates these legal constructs is essential in both personal and professional realms. In the realm of contract law, distinguishing between a mere agreement and a legally enforceable contract is paramount. This exploration delves into contract law’s intricacies, shedding light on the crucial elements that elevate an ordinary agreement to the status of a contract. By dissecting the fundamental components such as offer, acceptance, intention to create legal relations, consideration, legal capacity, and legality of purpose, we unravel the framework that transforms promises into binding legal obligations. Furthermore, we navigate the multifaceted landscape of contract types, from express and implied contracts to unilateral and bilateral agreements, offering insights into the distinct features and consequences of each.

Whether you are a business professional structuring agreement, an individual entering into contracts in your daily life, or simply a curious mind intrigued by the inner workings of the legal world, this exploration empowers you with the knowledge to discern when an agreement attains the status of a legally binding contract.


A contract, as defined by the Indian Contract Act, is a legally binding agreement between two or more parties that entails certain obligations and rights. It is an agreement that is enforceable by law, and its formation is governed by specific legal provisions outlined in the Indian Contract Act, 1872.

The Indian Contract Act, 1872, prescribes the essential elements required for a contract to be valid, such as offer and acceptance, lawful consideration, capacity of parties, lawful object, and certainty and possibility of performance. Additionally, the Act lays down rules for the interpretation and enforcement of contracts, as well as the consequences of breach or non-performance. Contracts can be in writing or made verbally, and they cover a wide range of transactions, including sales, leases, employment agreements, and more. The Act provides a legal framework to ensure that parties can rely on the promises made in a contract, and it offers remedies in case of disputes or violations of contractual terms.

Key Elements of a Contract as per Indian Contract Act, 1872

  1. Proposal [Section 2 (a)][1]: A proposal, also known as an offer, is the first essential element of a contract. It refers to a definite and clear expression of willingness by one party (the offeror) to enter into a contract with another party (the offeree) under specific terms. A proposal must contain the essential terms of the contract, including the identity of the parties, the subject matter, the price (if applicable), and the intention to create legal relations. It is the foundation upon which a contract is built.
  • Acceptance [Section 2 (b)][2]: Acceptance is the second fundamental element. It signifies the unqualified agreement of the offeree to the terms of the offer. When the offeree communicates their assent to the offeror, it becomes acceptance. The acceptance must be in line with the terms of the offer, and any deviation can be considered a counter-offer.
  • Promise [Section 2 (b)][3]: In contract law, a promise is a commitment or assurance to do or not do something. When a proposal (offer) is accepted, it becomes a promise, and this promise is legally binding, forming the basis of the contract. In simple terms, it is the commitment to perform the agreed-upon obligations.
  • Reciprocal Promises [Section 2 (f)][4]: Consideration is something of value exchanged between the parties to a contract. It may take the form of currency, products, services, or even a commitment to perform or abstain from certain actions. Consideration is vital as it signifies the mutuality of obligation in a contract. Each party must give something in return for what they receive. A promise without consideration is generally not enforceable.
  • Consideration [Section 2 (d)][5]: Consideration is something of value exchanged between the parties to a contract. It may manifest as currency, commodities, services, or even a commitment to undertake or refrain from specific actions. Consideration is vital as it signifies the mutuality of obligation in a contract. Each party must give something in return for what they receive. A promise without consideration is generally not enforceable.
  • Agreement [Section 2 (e)][6]: An agreement is the broader concept that encompasses both the proposal (offer) and acceptance. It refers to the meeting of minds between the parties on the terms of the contract. In essence, an agreement is the result of an offer and its acceptance, leading to a mutual understanding.
  • Contract [Section 2 (h)][7]: A contract is the final and complete legal relationship that arises from an agreement. It is an agreement that is enforceable by law. In a contract, the parties are legally bound to fulfill their promises or obligations as per the terms agreed upon. A contract is a legally recognized and enforceable agreement that creates rights and obligations for the parties involved.


Here are the primary categories of agreements:

  • Express Agreement:

An express agreement is a contract where parties clearly state the terms of their agreement, either in writing or verbally. This type of agreement leaves no room for confusion. For instance, when you sign a lease agreement with your landlord that specifies the rent amount, the lease duration, and any rules, it’s an express agreement. Everything is explicitly stated, and both parties understand their obligations without any ambiguity.

  • Implied Agreement:

An implied agreement, also known as an implied contract, is formed through the actions and behaviour of the parties involved rather than explicit terms. For instance, when you go to a restaurant, order a meal, eat it, and then receive a bill, there’s an implied agreement. You didn’t sign a contract, but your actions implied that you would pay for the meal you ordered and consumed. Implied agreements are based on the reasonable expectations of the parties’ conduct.


According to Section 2(h) of the Indian Contract Act, 1872:  A legally enforceable agreement is termed as a contract.

According to this provision, a contract is essentially an agreement between parties that holds the crucial characteristic of being enforceable by law. This means that for an agreement to elevate to the status of a contract, it must meet the legal requirements laid out in the Act and, if necessary, be subject to legal remedies in case of non-compliance or breach. In essence, this definition distinguishes between casual agreements and those with legal significance, emphasizing the importance of adhering to the legal framework for an agreement to be recognized as a contract.

This legal definition of a contract serves as the cornerstone of contract law in India, underlining the need for precision, intention, and compliance with the statutory requirements when parties engage in agreements with the expectation of legal enforceability. It underscores the fundamental role of contracts in facilitating commercial activities, protecting the interests of parties, and providing a structured framework for resolving disputes within the ambit of the law.


1. Involvement of Two Parties: A fundamental requirement for a valid contract is the involvement of at least two distinct parties, each with legal existence. This implies that a contract cannot be formed between a single entity or an individual with themselves. The parties must either be natural persons or entities with legal standing, such as companies or organizations. For example, in the case of the State Of Gujarat vs Ramanlal Sankalchand And Co.[8], a transaction involving business partners didn’t constitute a sale because it lacked two distinct parties: a buyer and a seller.

2. Intent to Create Legal Obligations: To be considered a valid contract, both parties must intend to create a legal relationship. Agreements that are not enforceable by law, such as social or domestic arrangements among relatives or neighbours, do not qualify as valid contracts and cannot be legally upheld.

3. Adherence to Case-Specific Conditions: Some contracts are subject to specific conditions that must be met for their validity. For instance, contracts of insurance must be in written form, and contracts involving immovable properties require proper registration to be considered valid.

4. Certainty of Meaning: A valid contract must have terms that are well-defined and certain. Vague or ambiguous terms, such as agreeing to pay a “desirable amount,” lack the required certainty and render the contract invalid.

5. Possibility of Performance: An agreement within a contract must be capable of being performed. If a contract includes an obligation that is impossible to fulfill, it makes the entire contract invalid. For example, an agreement to bring a deceased person back to life is impossible and renders the contract void.

6. Free Consent: Consent is a cornerstone of contract validity. Parties must give their consent freely without any coercion, undue influence, misrepresentation, or mistake. If consent is vitiated in any way, the contract loses its validity.

7. Competency of the Parties: The parties entering into a contract must meet certain qualifications. They should be of the age of majority, which is typically 18 years or older, possess sound mind to understand the contract’s terms, and not be disqualified from contracting under any applicable laws.

8. Consideration: Every valid contract must involve a quid pro quo, meaning that each party must receive something of value in return. This can be in the form of money, goods, services, or rights, creating a mutual benefit for the parties involved.

9. Lawful Consideration: The consideration exchanged in a contract must be lawful. It should not violate any laws, be fraudulent, cause injury to others, or be regarded as immoral or against public policy. Contracts with unlawful considerations are deemed illegal and void.

In the case of Balfour v Balfour (1919)[9]

The circumstances revolved around Mr. Balfour and his wife, who had embarked on a vacation to England. During their stay, Mrs. Balfour fell ill and required medical attention. At this point, they reached an understanding – Mr. Balfour would return to Ceylon (Sri Lanka) while Mrs. Balfour remained in England, with the husband agreeing to provide her with monthly payments amounting to £30 until his return. It’s crucial to note that this arrangement was made during a period when their marital relationship was harmonious.

However, as time passed, their relationship deteriorated, leading to Mr. Balfour ceasing the agreed-upon payments. Subsequently, the wife sought legal recourse to enforce the agreement. Eventually, the couple separated and underwent divorce proceedings, with the wife initiating legal action to claim the money her husband had promised but failed to deliver.

In the legal determination of this case, it was established that the agreement between M=r. and Mrs. Balfour was fundamentally of a social and domestic nature. Consequently, the presumption arose that the parties did not intend for their arrangement to be legally binding, leading to the dismissal of the wife’s claim for the unpaid sums.


In the realm of contract law, the line between a simple agreement and a legally binding contract is both critical and intriguing. Through this exploration, we have uncovered the key elements that transform a mere understanding into a legally enforceable contract. A contract is a legally binding agreement enforceable by law. For an agreement to become a contract, it must involve at least two parties, both intending to create legal obligations. The terms of the contract should be clear and certain, with the consideration exchanged being lawful and possible to perform. Importantly, both parties must consent freely, without any coercion or deception.

Understanding these essentials of a valid contract empowers individuals and businesses alike to engage in agreements with confidence, knowing when an agreement holds legal weight. Whether you’re leasing an apartment, signing an employment contract, or making a simple purchase, the principles of contract law are at play, safeguarding your rights and ensuring the promises made are honoured.


  1. https://www.legalserviceindia.com/legal/article-1723-what-agreements-are-contracts.html#:~:text=%E2%80%9CAll%20agreement%20are%20contracts%20if,expressly%20declared%20to%20be%20void%E2%80%9D.
  2. https://blog.ipleaders.in/types-of-agreements-under-indian-contract-act-1872/#:~:text=An%20agreement%20is%20defined%20under,valid%20agreement%20becomes%20a%20contract.
  3. https://indiankanoon.org/doc/1588871/
  4. https://www.merriam-webster.com/dictionary/contract
  5. https://lawcirca.com/what-agreements-are-contracts-section-10-of-the-indian-contract-act-1872/
  6. https://www.toppr.com/guides/business-laws/indian-contract-act-1872-part-i/essentials-of-a-contract/#:~:text=If%20two%20people%20reach%20a,misrepresented%20or%20tricked%20into%20it.
  7. https://indiankanoon.org/doc/1250550/#:~:text=the%20argument%20was%20that%20the,treating%20it%20as%20a%20sale
  8. https://www.tutorialspoint.com/what-agreements-are-contract

[1] Indian Contract Act, 1872, Section 2 (a)

[2] Indian Contract Act, 1872, Section 2 (b)

[3] Indian Contract Act, 1872, Section 2 (b)

[4] Indian Contract Act, 1872, Section 2 (f)

[5] Indian Contract Act, 1872, Section 2 (d)

[6] Indian Contract Act, 1872, Section 2 (e)

[7] Indian Contract Act, 1872, Section 2 (h)

[8] state Of Gujarat vs Ramanlal Sankalchand And Co.,  AIR 1965 Guj 60, 1965 16 STC 329 Guj

[9] Balfour v Balfour (1919), 2 KB 571


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