Contract: -legally enforceable agreement between two or more legally distinct parties.-Legal and binding agreement between 2 or more parties-The court must be satisfied that failure to comply with an agreement will lead to prejudice for one of the parties. The court will protect the innocent party, provide a remedy when a final offer is satisfied by an unreserved acceptance (Consensus in idem: "Meeting of minds") - The parties have rights and obligations. - Composition: offer + acceptance - can be written, verbal or, implied parties take into account the agreement, formed when the offer meets unconditional acceptance, can be formed verbally (no formality required). Better in writing – less chance of disagreement (Gordon Greg) and easier for the court to look at the evidence - it is up to the individual to decide whether or not to enter into a contract and on what terms (McMillan) - consent in idem + consent + capacity + formality + legality (McMillan) -Consensus in Idem: agreement on the same thing. (mcmillan)-Consent: intention to be legally bound (mcmillan)-Capacity: ability to assume legally binding obligations (mcmillan) -Formality: most contracts do not have to be written or witnessed 9mc millan)-not illegal: pacta illicita sono agreements prohibited by law and will not be enforced by courts (mcmillan)-The person making the offer is the offeror, the other offeree (Nero)-the contract is a voluntary obligation (Macqueen)-formed when the parties have reached an agreement on the essential terms and intend to create a legal obligation. parties, obliged to perform or...... means of document...... acceptance,(macqueen)Counteroffer:-Response to an offer which seeks to adapt in any way or add to the conditions of the original offer . -cancel the original offer. No subsequent acceptance of the original terms will be valid - conditional acceptance - despite not being expressed as a total rejection - If the person receives the offer accepts it but wishes to add his own condition, that response is a conditional acceptance. Does not conclude a contract. is equivalent to rejecting the offer. Creates a counter offer (black)-Conditional acceptance: includes new terms which are not contained in the offer (regarded as a new offer which must be accepted).CASES:-Littlejohn v Hawden (1882): Unilateral promise to keep the offer open - A & G Paterson v Highland Railway Co. 1927 SC (HL): keep the offer open