How to write a legal contract (2024)

Some kinds ofcontractsmustbe in writing. One example of this is if you are buying or selling real property.

Even when the law doesn’t say that you have to have a written contract, you should have one if you are exchanging something that is worth a substantial amount of money. For example, a written contract is a good idea if you are:

• buying or selling a car

• hiring someone to do home improvements

• buying or selling an electronic device

• offering your services to an employer

If a problem arises, you can go back to the written contract rather than argue over “who said what” when the agreement was reached.

Contractshavethree essentialelements:

• Agreement. The people making the contract (called “the parties”) must agree or have a “meeting of the minds” on what has been agreed to in the contract. The agreement is formed by one party making an offer to contract with the other on certain terms and the other party freely indicating their acceptance of those terms.

• Consideration. There must be an exchange of something of value to each party. Most often, one person pays money to another in exchange for a good or service. But money doesn’t have to be involved. Services could be exchanged — for example, you offer to fix your hairdresser’s car in exchange for a haircut. Whatever is to be paid or done is called consideration.

• Intention. For an agreement to be legally enforceable as a contract, both parties must intend to be legally bound by their promise.

Acontractwill not be legally valid unless everyone involved has the mentalcapacityto enter into the contract. Mental capacity means that you have to understand what is in the contract. It also means that you understand what effect the contract will have on you.

You cannot enter into a contract if your mental state prevented you from understanding the result of youractions. For example, if you were completely drunk, under the influence of drugs, or suffering from severe depression, you could ask that any contract you agreed to while you were in that state be cancelled.

A contract is not legally valid if you sign it underduressor coercion. For example, if someone threatens you with physical harm unless you agree to sell your car to them, this is not a valid contract. You did not enter the agreement voluntarily.

The terms of thecontractmust be specific in order for it to be legal. You couldnotwrite a contract with these terms:

Yvonne agrees to do something for Susan, to be determined later, in exchange for Susan’s payment of whatever money she has at that point.

These terms are unclear; there is no certainty about what will be done, when it will be done, or what will be given in return. This contract is unenforceable, even if both parties agree to it.

Write the name of thecontractat the top of the page. Follow with the names or company names of all parties, in this format:

This agreement is between ____ and ____.

Contracts involving a business should include the business’ full legal name, including descriptions such as “Ltd.” or “Inc.”

If there is any other identifying information you want to include, such as a person’s address ortitle, include it here.

Describe what things of value are being exchanged. Write clearly what onepartyis promising to deliver and what the other agrees to pay or do in exchange.

If services are part of the deal, state:

• what services will be performed

• who will perform the services, for whom, where, when, and for how long

• what will the person get for performing the services

For example, you could write:

Catherine Thomas agrees to copy edit a 250-page manuscript for Jones Publishing by July 15, 2017 for a flat rate of $2,500.

If goods are involved in the exchange, state the make, model, size, colour, and any other identifying details of the goods. Also write in the delivery date.

If money is exchanged, specify the method of payment, and whether payment will be made in one lump sum or in multiple installments.

If you are buying or selling land, provide a legal description of the property and its exact location.

Describe how thecontractwill be ended. For example, if the contract is for a one-time exchange of services, state that the contract will end once the services have been delivered. If it’s a contract for ongoing services, you may want to say in the contract that eitherpartymay end the contract by giving 30 days’ notice.

Include information in the contract about what will happen if someone doesn’t do what they say they are going to do. For example:

If Catherine Thomas does not complete the services of copy editing a 250-page manuscript for Jones Publishing by July 15, 2017, this contract is no longer valid.

(A legal term sometimes used to describe when a contract is no longer valid is “null and void.”)

Be aware that aminorbreach of contractmay not make the whole contract invalid. For example, if Catherine Thomas was contracted to copy edit a 250-page manuscript for Jones Publishing by July 15, 2017, but only completed 175 pages, this would likely be considered a minor breach. Because Catherine completed a substantial amount of the work and appeared to have made a good faith effort to fulfill the contract, it is unlikely that Jones Publishing could completely cancel the contract. However, they probably could be eligible for some sort of remedy, such as paying a lower rate.

Some laws are provincial and some are federal. Make clear what laws you have in mind when you write thecontract. If you do that, should a dispute arise, a court or other decision-maker would know what law you intended to apply to your contract.

For example:

The laws of British Columbia and the laws of Canada applicable in that province govern this agreement.

Write down specific ways that you will resolve any dispute. Consider adding amediationor arbitration clause. These are ways to resolve disputes that are less expensive and time-consuming than a court action (also known as litigation).

For example, a mediation clause might read:

If a dispute arises out of or relates to this agreement, and the dispute cannot be resolved by negotiations between the parties, the parties agree first to try in good faith to resolve the dispute by mediation before resorting to arbitration, litigation or some other dispute resolution procedure.

If a dispute has to go to court, state where that will be:

The parties agree that the courts of British Columbia will have exclusive jurisdiction to hear and decide any litigation which may arise out of or relates to this agreement.

Provide spaces on the last page of thecontractfor eachpartyto sign the contract, and for the date the contract is signed.