Understanding Common Law Contracts: An Essential Guide

Unlock the essentials of common law contracts with our guide. Learn the key elements, how they differ from UCC contracts, and resolve disputes effectively.

Understanding Common Law Contracts: Quick Key Points

  • Common Law Contracts are guided by tradition and court decisions instead of statutes.
  • Contract Formation under common law requires an offer, acceptance, consideration, and mutual intent.
  • Legal Precedents play a crucial role, as past court decisions influence the outcome of new cases.

In contracts, common law principles are like the roots of a tree, giving life and structure to how agreements are made and interpreted. These principles have been shaped over centuries, evolving with society, and they mainly dictate how contracts work outside of sales of goods (that’s the realm of the UCC—Uniform Commercial Code).

The process begins simply. Someone makes an offer, another accepts it, something of value is exchanged (consideration), and both parties intend to enter into a binding agreement (mutal intent). However, these simple steps stand on the shoulders of countless legal precedents—previous court decisions that guide current and future contract law.

For anyone navigating the legal complexities of starting a business, entering a rental agreement, or just ensuring that a service contract is airtight, understanding these foundations can be your compass. Legal precedents, those decisions made in courts long before today, act as signposts, indicating how similar disputes have been resolved and how they might be settled now.

Infographic summarizing the key components of common law contracts: Offer, Acceptance, Consideration, and Mutual Intent, illustrated with icons representing each element - common law contract infographic process-5-steps-informal

Understanding common law contracts is essential, not just for legal professionals, but for anyone entering into an agreement. It empowers individuals and business owners, providing a clearer path through the often complex world of legal obligations and rights. Welcome to our guide, where we aim to demystify this process, step by step.

Elements of a Common Law Contract

When it comes to understanding common law contracts, think of building a house. Just as a house needs a solid foundation and specific materials to stand strong, a contract needs certain elements to be legally valid. Let’s break down these essential “building blocks”.


An offer is like the blueprint of your house. It’s a clear proposal made by one party (let’s call them the offeror) to another party (the offeree). The offer must be specific enough that the offeree can accept it and form a contract. Imagine someone saying, “I’ll sell you my bicycle for $100.” That’s a straightforward offer.


Acceptance is when the offeree agrees to the offer exactly as it’s presented, without any changes. Think of it as agreeing to the blueprint before the construction begins. If the offeree says, “Deal, I’ll take the bicycle for $100,” that’s acceptance. But if they say, “I’ll buy it for $90,” that’s not acceptance; it’s a counteroffer.


Consideration is what each party brings to the table, their part of the deal. It’s like both parties agreeing to provide certain materials to build the house. This could be anything of value – money, services, or even a promise to do something (or not do something). For example, “I’ll pay you $100, and you give me the bicycle.” Both sides are giving something.

Mutual Intent

Mutual intent, or the intention to create a legal relationship, is crucial. It means both parties understand and agree that their arrangement is legally binding. It’s like both parties signing off on the blueprint and agreeing to follow the plan. This is usually implied by their actions, but it’s important that both understand the agreement is not just a casual promise.


The purpose of the contract must be legal. You can’t form a contract to do something illegal, like selling something that’s not allowed by law. It’s like making sure the house you’re building complies with all zoning laws and building codes. If the contract’s purpose is illegal, it’s not valid.


Finally, capacity refers to the parties’ ability to enter into a contract. They must be of legal age and have the mental ability to understand what they’re agreeing to. It’s like making sure the person you’re building the house with is qualified to make those kinds of decisions. For example, a contract with a minor or someone who is mentally incapacitated is usually not enforceable.

Contract Signing - common law contract

In summary, for a common law contract to stand, it must have a solid foundation: a clear offer and acceptance, consideration from both parties, mutual intent to form a legal relationship, legality in its purpose, and parties with the capacity to contract. Just like building a house, missing one of these elements can mean the whole structure might not hold up.

Remember these elements. They’re not just legal jargon; they’re the cornerstone of every agreement you’ll ever make. Whether you’re renting an apartment, starting a new job, or hiring someone to fix your roof, these principles apply. Understanding them is your first step toward navigating contracts with confidence.

Common Law vs. UCC Contracts

When we talk about contracts, it’s like we’re discussing two different languages: Common Law and UCC (Uniform Commercial Code). Imagine you’re planning to buy a house or hire a contractor to remodel your kitchen. You’re stepping into Common Law contracts. On the other hand, if you’re purchasing 100 units of a new gadget for your retail store, you’re dealing with UCC contracts. Let’s break down the differences in simple terms.

Real Estate

Common Law governs real estate transactions. This means when you’re buying or renting a property, the rules and agreements follow common law principles. It’s all about making sure that the offer, acceptance, and terms are crystal clear between buyer and seller or landlord and tenant.


Hiring someone to paint your house? Signing up for a gym membership? These are services, and Common Law covers them too. The focus here is on the agreement between you and the service provider to ensure expectations and deliverables are understood by both parties.


When you buy insurance, whether it’s for your car, home, or health, you’re entering a Common Law contract. These contracts ensure that what’s covered, what’s not, and the conditions under which you’re protected are spelled out.

Intangible Assets

Dealing with things you can’t touch, like copyrights, trademarks, or stocks? Common Law has you covered. It ensures that the rights and obligations related to these intangible assets are clearly defined in your contracts.

Sale of Goods

Here’s where the UCC kicks in. If you’re buying or selling goods, like cars, computers, or coffee beans, UCC rules apply. This code makes transactions smoother by allowing some flexibility in the terms and conditions of sale contracts, especially between merchants.

Merchant Rules

Under the UCC, a merchant is someone who makes deals in goods or presents themselves as having special knowledge or skills in a certain trade. The UCC has special rules for contracts between merchants, making it easier for them to do business by recognizing their expertise and the realities of commercial transactions.

In simple terms, Common Law contracts are about making sure everyone is on the same page when it comes to property, services, and intangible goods, with a strong emphasis on clear terms and mutual agreement. UCC contracts, on the other hand, grease the wheels of buying and selling tangible goods, especially in the business world, by being a bit more flexible about how deals are made and understood.

Whether it’s a handshake deal to mow your lawn or a multi-page contract to supply your store with the latest gadgets, knowing which set of rules applies can save you a lot of headaches. And when in doubt, a quick chat with a legal expert can help clear things up. Next, we’ll dive into what it takes to form a valid contract under Common Law.

Forming a Valid Contract under Common Law

When we talk about making a deal, whether it’s shaking hands on a new job or agreeing to fix someone’s roof, we’re really talking about forming a contract. Under common law, there are a few key ingredients that need to be there for this contract to be considered valid. Let’s break these down into bite-sized pieces:

Mutual Assent

Imagine you’re buying a scooter. You say, “I’ll buy your scooter for $400,” and the seller replies, “Deal!” This is mutual assent. Both parties agree to the same thing in the same terms. It’s like saying, “Yes, we’re on the same page.”

Adequate Consideration

Consideration is a fancy way of saying, “What’s in it for me?” For a contract to be valid, both sides must get something of value. This could be services, cash, or even a promise to do something. For example, if you agree to paint someone’s house, and they agree to pay you $500, the work and the money are the considerations.

Legal Purpose

This one’s pretty straightforward. The contract has to be for something legal. If you make a contract to sell something that’s not allowed by law, like a stolen bike, that contract won’t hold up in court. It has to be about something that’s okay to do or sell.

Contractual Capacity

Everyone involved needs to be able to understand what they’re getting into. This means adults who are in a sound state of mind. Minors, or those who are not mentally capable of understanding the contract, usually can’t form a valid contract. There are some exceptions, but generally, you need to be able to understand the deal you’re making.

Putting It All Together

Let’s say you’re hiring someone to design a website for your business. You both agree on the work to be done and the payment (mutual assent). You promise to pay them $1,000, and they promise to design your website (adequate consideration). Designing a website is perfectly legal (legal purpose). And, assuming you’re both adults of sound mind, you’ve got the capacity (contractual capacity).

And just like that, you’ve got yourself a valid common law contract.

A handshake might feel like a done deal, but it’s always a good idea to get things in writing. It makes everything clear and gives you something to refer back to if there’s a disagreement down the road. Plus, for some contracts, like selling a house, the law requires that it be in writing.

Next Up: Common Law Contract Examples and Their Significance

Understanding these basics is key, but seeing them in action helps even more. Up next, we’ll explore some real-life examples of common law contracts and why they matter to you.

Common Law Contract Examples and Their Significance

When we talk about common law contracts, we’re diving into the world where agreements shape our daily lives. Let’s break down some common examples and why they’re crucial.

Rental Agreements

Think of a rental agreement as a promise between you and your landlord. You promise to pay rent, and your landlord promises you a place to live. It’s simple but essential. Without this, imagine trying to rent a place with no rules or guarantees!


Leases are like rental agreements’ big siblings. They’re often for longer terms and can involve more than just living spaces, like leasing a car or equipment. They give stability to both parties, ensuring that the renter has use of the property for a longer time and the owner gets regular payments.

Promissory Notes

A promissory note is a promise in writing to pay someone a specific amount of money. It could be for a loan or even between friends. This piece of paper becomes a powerful tool in ensuring that the lender can legally expect repayment.

Employment Contracts

An employment contract is an agreement between you and your employer about your job. It outlines your role, salary, and other critical details like vacation time. It’s a safety net, ensuring both you and your employer know what to expect from each other.

Service Agreements

Service agreements are everywhere. When you hire someone to fix your roof, design your website, or even mow your lawn, you’re entering into a service agreement. These contracts outline what service will be provided, the cost, and the timeframe. They help avoid misunderstandings and ensure both parties are on the same page.

Why These Matter

Each of these examples shows how common law contracts build the framework for our everyday transactions. They provide security and clarity for all parties involved, making sure everyone knows what they’re getting into and what’s expected of them. Without these agreements, our daily interactions and transactions would be unpredictable and chaotic.

Understanding common law contracts and their applications helps us navigate our lives more smoothly and with less risk. Whether you’re renting an apartment, starting a new job, or borrowing money, knowing the ins and outs of these agreements protects you and your interests.

Next Up: Resolving Disputes in Common Law Contracts

Disagreements happen, but what comes next? Stay tuned as we explore how disputes in common law contracts are resolved and how you can protect yourself when things don’t go as planned.

Resolving Disputes in Common Law Contracts

When two parties shake hands on a deal, they hope everything will go smoothly. But sometimes, it doesn’t. Let’s dive into how disputes in common law contracts get sorted out.

Debt and Covenant

In contracts, debt refers to money that is owed, while covenant is a promise made as part of the contract. If someone doesn’t pay up or breaks a promise, the other party can take steps to make things right.

Legal Remedies

If a contract is broken, the law steps in to offer remedies. Think of remedies as the legal system’s way of helping the injured party get back on their feet.

Specific Performance

Sometimes, money isn’t enough. Specific performance is when the court orders the party who broke the promise to do what they originally agreed to do. It’s like saying, “You promised to sell your bike, so you must sell your bike.”


Damages are the most common remedy. This isn’t about physical damage but financial. If a contract is broken, the injured party can get money to cover what was lost. There are a few types:

  • Compensatory Damages: This aims to replace what was lost. If you paid for a bike you never got, you get your money back.
  • Liquidated Damages: These are damages that were agreed upon when the contract was made, just in case it was broken.
  • Nominal Damages: A small amount of money given when the breach didn’t really cause any harm, but you still want to show that the contract was broken.
  • Punitive Damages: Rare in contract law, these are meant to punish the wrongdoer, more common in cases of fraud.

Reliance Damages

Imagine you spent money based on a promise someone made, and then they didn’t follow through. Reliance damages cover what you’ve lost because you relied on that promise. It’s the court’s way of putting you back where you were before the promise was made.

Real-Life Example: Let’s say you hired a band for your wedding, but they didn’t show up. You might sue for compensatory damages for the cost of hiring the band and any extra you had to pay for a last-minute replacement. If you had a special clause in your contract about damages for not showing up, that’s liquidated damages. And if you spent money on a bigger dance floor just for this band, you could claim reliance damages for that expense.

Remember, the goal of these remedies is not to punish but to make the injured party whole again, to restore them to the position they would have been in if the contract had been fulfilled as promised.

Disputes are tough, but understanding your rights and the remedies available can make a big difference. If you find yourself in a contract kerfuffle, it’s wise to consult with a professional who can guide you through the maze of common law contracts and help protect your interests.

Next Up: Dive deeper into the fascinating world of common law contracts with our Frequently Asked Questions section. Whether you’re curious about examples of common law contracts, the ins and outs of an option contract, or what makes a contract valid under common law, we’ve got you covered.

Frequently Asked Questions about Common Law Contracts

Navigating common law contracts can sometimes feel like trying to solve a puzzle. But don’t worry, we’re here to simplify things. Let’s break down some of the most common questions people have.

What is an example of a common law contract?

Imagine you’re hiring a painter to refresh your home. You discuss the job, agree on a price, and shake hands. Congratulations, you’ve just formed a common law contract. It’s as simple as that. Common law contracts can cover anything from hiring a contractor, leasing a car, to employment agreements. The key is the mutual agreement and the exchange of value – you pay money, they provide a service.

What is the common law option contract?

Let’s say you’re interested in buying a piece of land, but you’re not quite ready to commit. You and the seller agree that, in exchange for a small fee, the seller will not sell the land to anyone else for the next six months. This agreement is a common law option contract. It gives you the option to buy the land within a specific period, but you’re not obligated to do so. It’s like putting a hold on something you might want to buy later.

What is a valid contract under common law?

For a contract to be valid under common law, it must tick a few boxes:
Offer and Acceptance: One party makes an offer, and the other accepts it.
Consideration: Something of value must be exchanged. This can be money, services, or even a promise to do something.
Mutual Intent: Both parties intend to enter into a binding agreement.
Legal Purpose: The contract’s purpose must be legal. No contracts for illegal activities will be recognized.
Capacity: Everyone involved must have the legal ability to enter into a contract. This usually means they’re of a certain age and sound mind.

Think of these elements as ingredients in a recipe. Miss one, and the contract might not hold up if tested.

Next Up: As we wrap up our guide, common law contracts are all around us, shaping our daily interactions and transactions. Whether you’re leasing an apartment, hiring a service, or entering into employment, understanding the basics of these contracts empowers you to navigate them with confidence. At Moton Legal Group, we’re here to help you understand and leverage the power of common law contracts to your advantage.


Navigating common law contracts can seem like a daunting task at first glance. The nuances, legal jargon, and complexities can easily overwhelm anyone. However, it’s crucial to remember that at their core, contracts are about mutual agreements and understanding. They are the foundation upon which many of our daily interactions and transactions are built, from renting a home to securing employment.

At Moton Legal Group, we understand the importance of these agreements and the impact they have on your personal and professional life. Our goal is to demystify common law contracts, making them accessible and understandable to everyone. We believe that with the right guidance and support, anyone can navigate these agreements with confidence and ease.

Our team of experienced attorneys specializes in contract law, offering comprehensive services that cover every aspect of contracts. From drafting and reviewing to negotiating and resolving disputes, we’re here to ensure your interests are protected and your agreements are solid.

A well-drafted contract is more than just a legal requirement; it’s a blueprint for success in any venture. It lays out the expectations, responsibilities, and remedies for all parties involved, reducing uncertainties and preventing potential conflicts.

We invite you to explore our contract review services for a closer look at how we can assist you. Whether you’re drafting a new agreement, facing a dispute, or simply seeking advice, our team is here to support you every step of the way. Let us help you turn contracts into opportunities.

In conclusion, common law contracts are an integral part of our lives. Understanding them is not just about legal compliance; it’s about empowering yourself to make informed decisions and protect your interests. At Moton Legal Group, we’re committed to providing you with the knowledge, expertise, and support you need to navigate contracts confidently. Together, we can ensure that your agreements serve your best interests and pave the way for your success.

For more information Call:


Reach Out Now

"*" indicates required fields

This field is for validation purposes and should be left unchanged.

Recent Blog Posts: