Agreement – unwritten mutual understanding

agreement. (15C) 1. A mutual understanding between two or more persons about their relative rights and duties regardin past or future performances; a manifestation of mutua assent by two or more persons.

2. ’Ihe parties’ actual bargain as found in their language or by lmpli~ cation from other circumstances, including course of dealing, usage of trade, and course of performance. UCC

§ 1-201(b)(3).

“The term ‘agreement,’ although frequently used as synonymous with the word ‘contract,’ is really an expression of greater breadth of meaning and less technicality. Every contract is an agreement; but not every agreement is a contract. In its colloquial sense, the term ‘agreement’ would include any arrangement between two or more persons intended to affect their relations (whether legal or otherwise) to each other. An accepted invitation to dinner, for example, would be an agreement in this sense; but it would not be a contract, because it would neither be intended to create, nor would it in fact create, any legal obligation between the parties to it. Further, even an agreement which is intended to affect the legal relations of the parties does not necessarily amount to a contract in the strict sense of the term. For instance, a conveyance of land or a gift of a chattel, though involving an agreement, is . . . not a contract; because its primary legal operation is to effect a transfer of property, and not to create an obligation.” 2 Stephen’s Commentaries on the Laws of England 5

(L. Crispin Warmington ed., 21st ed. 1950).

“An agreement, as the courts have said, ‘is nothing more than a manifestation of mutual assent’, by two or more parties legally competent persons to one another. Agreement is in some respects a broader term than contract, or even than bargain or promise. It covers executed sales, gifts, and other transfers of property.” 1 Samuel Williston, A Treatise on the Law of Contracts § 2, at 6 (Walter H.E. Jaeger ed., 3d ed. 1957).

p agreement incident to divorce. See DIVORCE AGREEMENT.

9 agreement of imperfect obligation. See unenforceable contract under CONTRACT.

> agreement of rescission. See RESCISSION (2).

r agreement of sale. (18c) An agreement that obligates someone to sell and that may include a corresponding

obligation for someone else to buy.

r agreement to agree. (1876) 1. An unenforceable agreement that purports to bind two parties to negotiate and enter into a contract; esp., a proposed agreement negotiated with the intent that the final agreement will be embodied in a formal written document and that neither party will be bound until the final agreement is executed. 2. A fully enforceable agreement containing terms that are sufficiently definite as well as adequate consideration, but leaving some details to be worked out by the parties.

“Although the parties [to an agreement with open terms] expect that they will reach agreement on the missing terms, what they expect to happen if they fail to reach agreement is often unclear. They may understand that

there will be no contract at all or they may understand that there will be a contract with the missing term supplied as a matter of law. If the latter ls thelr understanding, a question arises whether the agreement is one with open terms sufficiently definite to be enforceable or whether it is a mere unenforceable ‘agreement to agree.m E. Allan Farnsworth, Contracts 5 3.29, at 217 (3d ed. 1999).

> agreement to marry. See marriage promise under PROMISE.

> agreement to sell. (18c) An agreement that obligates someone to sell.

> agreement under seal. See contract under seal under CONTRACT.

, antenuptial agreement. See PRENUPTIAL AGREEMENT.

, binding agreement. (18c) An enforceable contract. See CONTRACT.

r business-continuation agreement. (1951) An agreement for the disposition of a business interest in the event of the owner’s death, disability, retirement, or withdrawal from the business. 0 The agreement may be between the business and its individual owners, among the individual owners themselves, or between the individual owners and a key person, family member, or outsider. -Abbr. BCA. Cf. cross-purchase agreement; third-party business-buyout agreement.

> certified agreement. (1872) Australian law. An agreement between an employer and two or more employees or one or more unions detailing the terms and conditions of employment. -Also termed collective agreement; enterprise bargaining agreement.

> closing agreement. (1929) Tax. A written contract between a taxpayer and the Internal Revenue Service to resolve a tax dispute.

> cohabitation agreement. See COHABITATION AGREEMENT.

> collective agreement. See COLLECTIVE AGREEMENT. b criss-cross agreement. See cross-purchase agreement.

> cross-purchase agreement. (1979) An agreement between a business’s individual owners to purchase the interest of a withdrawing or deceased owner in order to continue operating the business. Also termed crisscross agreement. Cf. business-continuation agreement; third-party business-buyout agreement.

> divorce agreement. See DIVORCE AGREEMENT. r easement agreement. See BASEMENT.

p enterprise bargaining agreement. See certified agree ment.

5 exchange agreement. (1910) An agreement to exchange real properties, usu. like-kind properties, often for tax purposes. See 1031 EXCHANGE; TAX-FREE EXCHANGE.

b formal agreement. (17c) An agreement for which the law requires not only the consent of the parties but also a manifestation of the agreement in some particular form (e.g., a signed writing), in default of which the agreement is unenforceable. Cf. formal contract under CONTRACT.

I» integrated agreement. See INTEGRATED CONTRACT. b invalid agreement. See invalid contract under CONTRACT.

joint agreement. (16c) A contract under which the

parties agree to combine their performances for a mutual purpose.

b living-together agreement. See COHABITATION AOREEA MENT.

b marital agreement. See MARITAL AGREEMENT.

3 marital settlement agreement. See DIVORCE AGREE. MENT.

b negotiated agreement. See NEGOTIATED AGREEMENT.

I» noncircumvention agreement. See NONCIRCUMVEN. TION AGREEMENT.

bnoncompetition agreement. See covenant not to compete under COVENANT (1).

boutsourcing agreement. See OUTSOURCING AGREEa MENT.

v point-and-click agreement. See POINT-AND-CLICK AGREEMENT. .

> postnuptial agreement. See POSTNUPTIAL AGREEMENT. > prenuptial agreement. See PRENUPTIAL AGREEMENT.

> property settlement agreement. See PROPERTY SETTLE~ MENT (2).

> reconciliation agreement. See RECONCILIATION AGREEMENT. \

bredemption agreement. See STOCK-REDEMPTION AGREEMENT. ~

> separation agreement. See SEPARATION AGREEMENT.

> shrinkwrap agreement. See shrinkwrap license under LICENSE.

> side agreement. (1848) 1. An agreement that is ancillary to another agreement. 2. Int’l law. An international accord that is specifically negotiated to supplement a broader trade treaty. 0 For example, NAFTA contains no provisions about labor standards or environmental protection. But two Side agreements about those areas were negotiated separately and designed to supplement NAFTA, making the treaty more attractive to the ratifying bodies. Also termed supplemental agreement.

> simple agreement. (18c) An agreement for which the law requires nothing for its effective operation beyond some manifestation that the parties have consented.

I» stock-retirement agreement. See STOCK-REDEMPTION AGREEMENT.

p subordination agreement. See SUBORDINATION AGREEMENT.

v supplemental agreement. See side agreement.

> surrogate-parenting agreement. See SURRO GATE-PARENTING AGREEMENT.

r takeover agreement. An agreement under which a defaulting party’s surety agrees to perform the original contract in the defaulting party’s stead.

v third-party business-buyout agreement. An agreement by a business’s owners to sell all or part of the business to an outside person who will continue to operate it. Cf. business-continuation agreement; cross

purchase agreement. 1, trust agreement. See declaration of trust (2) under DECLARATION (1).

unconscionable agreement (an’lcon she n3 bal). (1817) An agreement that no promisor with any sense, and not under a delusion, would make, and that no honest and fair promisee would accept 0 Ior commercial contexts, see UCC § 2-302. -Also termed unconsciw nable contract; unconscionable bargain.

p underwriting agreement. (1898) An agreement between a corporation and an underwriter covering tte terms and conditions of a new securities issue.

>valid agreement. See valid contract under CONTRACT

vvoidable agreement. See voidable contract under CONTRACT.

> void agreement. See yoid contract under CONTRACT. agreement of sale. See AGREEMENT.

Agreement on TradeRelated Aspects of Intellectual Property Rights. See TRIPS.

Agreement Relating to Liability Limitation of the Warsaw Convention and The Hague Protocol. See MONTREAL AGREEMENT.

agreement under seal. See contract under seal under CONTRACT. L [1]


Disclaimer: All material throughout this website is pertinent to people everywhere, and is being utilized in accordance with Fair Use.

[1]: Black’s Law Dictionary Deluxe Tenth Edition by Henry Campbell Black, Editor in Chief Bryan A. Garner. ISBN: 978-0-314-61300-4

[2]:  Ballantine’s Law Dictionary Legal Assistant Edition
by Jack Ballantine 
(James Arthur 1871-1949).  Doctored by Jack G. Handler, J.D. © 1994 Delmar by Thomson Learning.  ISBN 0-8273-4874-6.



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