Europe

Section 1 - General Provisions 62

Article 2.101 (ex art. 5.101) - Conditions for the Conclusion of a Contract 63

1. A contract is concluded if: 64

  • the parties intend to be legally bound, and 65
  • they reach a sufficient agreement 66 without any further requirement. 67

The intention of a party to be legally bound by contract is to be determined from the party's statements or conduct as they were reasonably understood by the other party. 70

Article 2.103 (ex art. 5.103) - Sufficient Agreement 71

(1) There is sufficient agreement if the terms: 72

  • have been sufficiently defined by the parties so that the contract can be enforced, or 73
  • can be determined under these Principles. 74

However, if one of the parties refuses to conclude a contract unless the parties have agreed on some specific matter, there is no contract unless agreement on that matter has been reached. 75