Contracts are the foundation of modern business relationships. Contract law as we know it today originated in English common law, but contracts have been around since ancient times. Many of the earliest examples of contracts in history have the same characteristics—such as offer, acceptance, and consideration—that we currently recognize as elements of a legally binding agreement.

Having a better understanding of contract law will help you to identify your rights and obligations under an agreement and prevent legal conflicts. Before signing a business contract, however, it is important to have an attorney review it to make sure it accurately expresses the parties’ intentions and to make sure you understand what duties you are owed, and which ones you owe.

From Stone Tablets to Digital Documents: A Brief History of Contracts

Many aspects of our daily life, both professionally and personally, are governed by contracts.

The home we live in or apartment we rent was obtained using a real estate purchase or lease agreement. The car we drive was purchased using a sales agreement. We go to work at an office that our employer rents using a commercial lease and often perform a job that has terms dictated by an employment or independent contractor agreement. The office supplies we use were provided on a contractual basis by a provider, and the utilities our job requires continue in service as part of ongoing contracts.

Even in our personal life, we utilize contracts. If you are married, you have vowed to stay together until “death do us part.” This lifetime commitment to your partner is more than just romantic lip service. Marriage is also a legal contract that confers responsibilities on each party.

Contracts have been used throughout the history of commercial civilization. Scholars are aware of sales contracts from Mesopotamia dating as far back as 2,300 B.C.[1] In “the cradle of civilization,” there were contracts for purchase and sales, labor and employment, and marriage and divorce. In fact, the purpose of the first writing system, developed in ancient Sumeria, was to document business transactions and create contracts. These early contracts were created with picture symbols marked on clay tablets that hardened into a permanent record.

From the Magna Carta in 1215 to the Louisiana Purchase in 1803, the Universal Declaration of Human Rights in 1948, and the 2015 Paris Agreement, contracts have shaped the world as we know it. Today, most contracts are digital and require little more than a button click to sign, but the record they create is no less permanent than the stone tablets that have survived from Sumeria.

What Is an Enforceable Contract?

At its most basic, a contract is a voluntary and legally enforceable exchange of promises between two or more parties.

We are constantly entering into contracts, often without even realizing it. When you agree to the terms of service for a website or an app, you are contracting with the service provider. By clicking “I agree,” you are promising to abide by the terms of use and could be refused service if you break those terms. At the same time, the terms of service may give you rights, such as privacy rights, that, if violated, give rise to legal consequences for the provider.

Merely clicking “agree” or providing your digital signature does not necessarily mean a terms of service agreement is legally enforceable. Courts have ruled that some terms of use are not legally binding because they contain clauses prohibited by law or designed to trick or exploit the user.

When assessing the legality of a contract, courts look to past judicial decisions and legislation.[2]

In addition, the Convention on Contracts for the International Sale of Goods (CISG) governs international sales law, and the federal government has laws about how contracts can be entered into by and with the federal government.

Elements of a Valid Contract

Some contractual language might contain legalese, which is often confusing. Every contract should be individually assessed by your attorney to ensure it is valid. Its validity rests in part on what is being contracted and which laws apply to the specific contract. However, every contract should include a few basic elements that are necessary to create a binding agreement based on mutual assent:


Beyond the bare minimum requirements that make a contract legally binding, business contracts should also contain the following fundamentals:

Always retain a signed copy of a contract for your records in case a dispute arises.

[1] Paul Halsall, Ancient History Sourcebook: A Collection of Contracts from Mesopotamia, c. 2300 – 428 BCE, Fordham Univ. (Mar. 1999),

[2] 8.2 Sources of Contract Law, Law for Entrepreneurs (Saylor Acad. 2012),

Make Sure Parties Are on the Same Page

Well-drafted contracts are essential to protecting your business and making sure others keep their promises to you. They set boundaries and expectations for each party and ensure that procedures are in place to resolve conflicts.

Setting clear expectations contributes to a successful outcome.

In contracts, as in business, it is the small details that can matter most. Protect your business by having an attorney review all potential business contracts before you enter into them. To make sure you get what you bargained for, contact our office to schedule a meeting, and remember: your questions don’t cost nearly as much to answer as your problems do to solve.

Contact us today to set up a no-cost initial consultation – we have two locations to assist you:

Leawood (by appointment only):       (913) 386-8135

Spring Hill:                                             (913) 592-2029