Formation and interpretation

Contract formation

One of the first issues to consider when taking steps to put a contractual arrangement in place is to ensure there is a valid contract which is capable of being enforced. The Practice Notes in this subtopic consider the key elements for determining whether an enforceable contract exists, including:

•
offer
•
acceptance
•
consideration
•
intention to create legal relations
•
certainty
•
capacity, and
•
authority

Offer

The Practice Note: Forming enforceable contracts—offer describes the characteristics of a legally binding offer to contract: an intention to be bound objectively assessed. It also considers offers versus invitations to treat, unilateral offers, heads of terms and offers ‘subject to contract’, as well as how an offer can be terminated by withdrawal of the offer, rejection of the offer, lapse of time terminating the offer or on the occurrence of a specified condition.

Acceptance

A contract will only be capable of being enforced if it has been accepted.

The Practice Note: Forming enforceable contracts—acceptance describes the characteristics of a legally binding acceptance to contract and considers how an offer can be accepted: acceptance of

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

TAKE A FREE TRIAL

Latest Commercial News

Commission's Expert Group on B2B data sharing and cloud computing contracts publishes final report

The European Commission’s Expert Group on B2B data sharing and cloud computing contracts has published its final report on 2 April 2025. This comprehensive document provides non-binding model contractual terms (MCTs) on data access and use, as well as standard contractual clauses (SCCs) for cloud computing contracts under Article 41 of the EU Data Act.

Summary of Updated Consumer Protection Guidance under DMCCA 2024

The Competition and Markets Authority (CMA) has updated its consumer protection guidance in light of the Digital Markets, Competition and Consumers Act (DMCCA) 2024, which comes into force on 6 April 2025. The key updates are summarized below:

Commercial weekly highlights—3 April 2025

This week's edition of Commercial weekly highlights includes: the Commercial Court's decision in Birch v Brookfield which considered implied terms of good faith and rationality in the context of a contract with an unincorporated association, news that the Competition and Markets Authority has published its annual plan for 2025–26 which outlines how it will use its new powers to enhance consumer confidence, and the announcement by the Broadcast Committee of Advertising Practice of updates to section 14 of the UK Code of Broadcast Advertising.

House of Commons Library publishes research briefing on the Product Regulation and Metrology Bill

The House of Commons Library has published a research briefing on the Product Regulation and Metrology Bill [HL], which completed its Lords stages on 13 March 2025. The enabling bill contains 15 clauses and one schedule, conferring powers to the secretary of state to make regulations on product safety, marketing and metrology in the UK. Key provisions include authority to set product requirements aligned with EU law, create new criminal offences and implement cost-recovery processes. The bill allows for information sharing between relevant authorities and provides emergency response powers. The government states the bill aims to address modern safety issues, regulate emerging business models and maintain the UK's position in product regulation.