1. Two Parties: One cannot contract with himself. A contract involves at least two parties- one party
making the offer and the other party accepting it. A contract may be made by natural persons and by
other persons having legal existence e.g. companies, universities etc. It is necessary to remember that
identity of the parties be ascertainable.

Example: To constitute a contract of sale, there must be two parties- seller and buyer. The seller and
buyer must be two different persons, because a person cannot buy his own goods. In State of Gujarat
vs. Ramanlal S & Co. when on dissolution of a partnership, the assets of the firm were divided among
the partners, the sales tax ocer wanted to tax this transaction. It was held that it was not a sale. The
partners being joint owner of those assets cannot be both buyer and seller.

2. Parties must intend to create legal obligations: There must be an intention on the part of the parties
to create legal relationship between them. Social or domestic type of agreements are not enforceable
in court of law and hence they do not result into contracts.

Example: A husband agreed to pay to his wife certain amount as maintenance every month while he
was abroad. Husband failed to pay the promised amount. Wife sued him for the recovery of the amount.
Here in this case wife could not recover as it was a social agreement and the parties did not intend to
create any legal relations. (Balfour v. Balfour)

3. Other Formalities to be complied with in certain cases: In case of certain contracts, the contracts
must be in writing, e.g. Contract of Insurance is not valid except as a written contract. Further, in case of
certain contracts, registration of contract under the laws which is in force at the time, is essential for it
to be valid, e.g. in the case of immovable property.

4. Certainty of meaning: The agreement must be certain and not vague or indefinite.
Example: A agrees to sell to B a hundred tons of oil. There is nothing certain in order to show what kind
of oil was intended for.

5. Possibility of performance of an agreement: The terms of agreement should be capable of
performance. An agreement to do an act impossible in itself cannot be enforced.
Example: A agrees with B to discover treasure by magic. The agreement cannot be enforced as it is not
possible to be performed.

According to Section 10 of the Indian Contract Act, 1872, the following are the essential elements of a Valid
Contract:

I. Offer and Acceptance or an agreement: An agreement is the first essential element of a valid contract.
According to Section 2(e) of the Indian Contract Act, 1872, “Every promise and every set of promises,
forming consideration for each other, is an agreement” and according to Section 2(b) “A proposal when
accepted, becomes a promise”. An agreement is an outcome of offer and acceptance.

II. Free Consent: Two or more persons are said to consent when they agree upon the same thing in the
same sense. This can also be understood as identity of minds in understanding the terms viz consensus ad idem. Further such a consent must be free. Consent would be considered as free consent if it is
not caused by coercion, undue influence, fraud or, misrepresentation or mistake. When consent to
an agreement is caused by coercion, undue inuence, fraud or misrepresentation, the agreement is a
contract voidable at the option of the party whose consent was so caused.
When consent is vitiated by mistake, the contract becomes void.

Example: A threatened to shoot B if he (B) does not lend him 2000 and B agreed to it. Here the
agreement is entered into under coercion and hence voidable at the option of B.
(Students may note that the terms coercion, undue inuence, fraud, misrepresentation, mistake are
explained in the coming units)

III. Capacity of the parties: Capacity to contract means the legal ability of a person to enter into a valid
contract. Section 11 of the Indian Contract Act species that every person is competent to contract who
(a) is of the age of majority according to the law to which he is subject and
(b) is of sound mind and
(c) is not otherwise disqualied from contracting by any law to which he is subject.
A person competent to contract must full all the above three qualifications.
Qualification (a) refers to the age of the contracting person i.e. the person entering into contract
must be of 18 years of age. Persons below 18 years of age are considered minor, therefore,
incompetent to contract.

Qualification (b) requires a person to be of sound mind i.e. he should be in his senses so that he
understands the implications of the contract at the time of entering into a contract. A lunatic, an
idiot, a drunken person or under the inuence of some intoxicant is not supposed to be a person of
sound mind.

Qualification (c) requires that a person entering into a contract should not be disqualied by his
status, in entering into such contracts. Such persons are: an alien enemy, foreign sovereigns, convicts
etc. They are disqualied unless they full certain formalities required by law.
Contracts entered by persons not competent to contract are not valid.

IV. Consideration: It is referred to as ‘quid pro quo’ i.e. ‘something in return’. A valuable consideration in the
sense of law may consist either in some right, interest, prot, or benefit accruing to one party, or some
forbearance, detriment, loss or responsibility given, suered or undertaken by the other.

Example:- A agrees to sell his books to B for ` 100, B’s promise to pay ` 100 is the consideration for A’s
promise to sell his books and A’s promise to sell the books is the consideration for B’s promise to pay 100.

V. Lawful Consideration and Object: The consideration and object of the agreement must be lawful.
Section 23 states that consideration or object is not lawful if it is prohibited by law, or it is such as would
defeat the provisions of law, if it is fraudulent or involves injury to the person or property of another or
court regards it as immoral or opposed to public policy.

Example : ‘A’ promises to drop prosecution instituted against ‘B’ for robbery and ‘B’ promises to restore
the value of the things taken. The agreement is void, as its object is unlawful.

VI. Not expressly declared to be void: The agreement entered into must not be which the law declares to
be either illegal or void. An illegal agreement is an agreement expressly or impliedly prohibited by law.
A void agreement is one without any legal effects.

Example: Threat to commit murder or making/publishing defamatory statements or entering into
agreements which are opposed to public policy are illegal in nature. Similarly any agreement in restraint
of trade, marriage, legal proceedings, etc. are classic examples of void agreements.