Formation of a Contract

Contracts are an integral part of any business transaction, serving as legally binding agreements between parties. The formation of a contract is a crucial process that involves several essential steps to ensure validity and enforceability. These steps include offer, acceptance, consideration, and intention to create legal relations. Any failure to adhere to these elements can result in an invalid and unenforceable contract. Understanding the process of forming a contract is vital for individuals and businesses to avoid disputes and protect their rights in the event of a breach. The formation of a contract requires an offer, acceptance, and consideration, as specified under Section 2(h) of the Indian Contract Act. This article outlines the critical steps involved in the formation of a contract, providing valuable insights into the process.



One of the essential elements for the formation of the contract is the presence of an offer, which is defined under Section 2(a) of the Indian Contract Act as a proposal made by one party to another, indicating a willingness to enter into a contract on specific terms. To constitute a valid offer, it must be communicated to the other party, and it must be capable of resulting in a binding contract if accepted. This means that the terms of the offer must be definite and certain and must not leave room for ambiguity or uncertainty. Furthermore, an offer may be made expressly or impliedly by conduct, and it may be made to a particular person or to the world at large. An offer may be revoked by the offeror at any time before it is accepted, provided that the revocation is communicated to the offeree. Similarly, an offer may be terminated by the operation of law, such as by the lapse of a reasonable time, death, or insanity of either party, or the occurrence of a specific event or condition. The following example illustrates the offer made by Mr. A to Mr. B for the purchase of a car.

Mr. A sent a written communication to Mr. B, whether he would be interested in selling his car for ₹ 20 Lakhs. By doing so, Mr. A made an offer to Mr. B to purchase the car for the aforementioned price. Mr. A will be referred to as the “promisor” or “offeror” since he made the proposal, and Mr. B will be known as the “promisee” or “offeree” since the proposal was directed towards him.


An Invitation to Offer is a communication made by one party to another, indicating that they are willing to receive offers to enter into a contract. This communication does not constitute an offer itself but is rather an invitation for the other party to make an offer. One of the most common examples of an invitation to offer is a price tag on an item in a store. When a store places a price tag on an item, it is not making an offer to sell that item but rather inviting customers to make an offer to purchase it. The act of the customer bringing the item to the cash counter and offering to pay the listed price is an offer made by the customer, which the store may accept or reject.


A Counteroffer is a response to an offer made by one party that proposes different terms than those originally offered. It is essentially a rejection of the initial offer, followed by a new offer with different terms proposed by the offeree. A counteroffer extinguishes the original offer and replaces it with a new one. This means that the original offer is no longer valid, and the parties must negotiate on the terms of the counteroffer if they wish to enter into a contract. For a counteroffer to be valid, it must meet the same requirements as an offer, which include definiteness, certainty, and communication to the offeror. A counteroffer is an important element of contract negotiation. It allows the offeree to propose alternative terms to the original offer and can be used as a negotiation tactic to reach a mutually acceptable agreement.


Acceptance is a crucial aspect of contract formation, and it is defined in Section 2(b) of the Indian Contract Act, 1972 as the act of the offeree indicating their assent to the proposal made by the offeror. Once the offer is accepted, it becomes a promise and creates a legally binding obligation for both parties. The acceptance must be communicated unconditionally and without any alterations to the terms of the offer. For instance, if Mr. B agrees to sell his car to Mr. A for ₹20 Lakhs and communicates his acceptance of the offer to Mr. A, then the offer becomes a promise that is irrevocable at the option of either party. This means that both parties are bound by the terms and conditions of the promise and are obligated to fulfil their respective obligations. It is worth noting that a contract requires consideration, which refers to the benefit or value that each party receives in exchange for their obligations under the contract. If one party does not receive any benefit or value in return for their obligations, then the agreement is not considered a valid contract under the law. Overall, the acceptance of an offer is a crucial step in the formation of a contract, and parties must ensure that the acceptance is communicated clearly and unconditionally while adhering to the terms and conditions of the offer.


Consideration is an essential element of a valid contract under the Indian Contract Act, 1872. It refers to the benefit or value that each party received in exchange for their respective obligations under the contract. In other words, it is the price that a promisor pays to the promisee for their promise. Section 2(d) of the Indian Contract Act defines consideration as “when at the desire of the promisor, the promisee or any other person has done or abstained from doing or does or abstains from doing or promises to do or to abstain from doing something, such act or abstinence or promise is called consideration for the promise.”.  Consideration must be lawful and can take various forms, such as a payment of money, provision of goods or services, or a promise to perform an act. The consideration must also be sufficient, which means that it must have some value in the eyes of the law. A contract without consideration is not valid, and it is not enforceable in a court of law.


The legal enforceability of a contract refers to the ability of a party to enforce its terms in a court of law. In other words, if one party breaches the contract, the other party has the right to seek legal remedies. To be legally enforceable, a contract must have several elements. Firstly, there must be an offer made by one party and an acceptance by the other party. The terms of the agreement must be clear and unambiguous, and both parties must have the intention to be bound by the contract. Additionally, there must be consideration, which means that each party must receive some benefit from the agreement. Furthermore, the parties to the contract must have the legal capacity to enter into the agreement. This means that they must be of legal age, be of sound mind, and not under duress or undue influence. The contract must also be for a legal purpose. Contracts for illegal activities, such as drug trafficking, are not enforceable by law. In case of a breach of contract, the injured party has the right to sue for damages or seek specific performance. Specific performance means that the court will order the breaching party to perform their obligations as set out in the contract.


In conclusion, the formation of a contract is a crucial process in any business or personal transaction. A contract is a legally binding agreement between two or more parties that creates mutual obligations. To create a valid contract, certain elements such as offer, acceptance, consideration, and legal enforceability must be present. Offer is the first step in the formation of a contract, and it refers to a proposal made by one party to another, indicating the intention to enter into an agreement on certain terms. Acceptance is the second step, and it is when the offeree communicates their unconditional acceptance of the terms of the offer. Consideration is the third essential element, and it refers to the exchange of something of value between the parties. Finally, legal enforceability ensures that the terms of the contract can be enforced in a court of law. It is crucial to ensure that all the elements of a valid contract are present to avoid any legal disputes or challenges. Parties should also ensure that they have a clear understanding of the terms and conditions of the contract before signing. A contract should be drafted clearly and concisely to avoid ambiguity and misinterpretation. In conclusion, a valid contract creates legally binding obligations between the parties, and it is important to follow the legal requirements for its formation. The proper formation of a contract is critical in any business or personal transaction as it helps to prevent disputes and provides a legal framework for the parties involved.

Scroll to Top