Contracts and Common Law

Contracts and Common Law: A Basic Guide for Businesses

Contracts are an essential part of doing business, as they provide a framework for agreements, protect parties` interests, and provide legal recourse in case of disputes. However, contracts are not the only legal basis for business transactions. Common law, a body of case law developed by judges over time, also plays a crucial role in shaping business practices. In this article, we will explore the relationship between contracts and common law and how they impact businesses.

What is a Contract?

A contract is a legally binding agreement between two or more parties who agree to exchange goods, services, or money for something of value. Contracts can be written or verbal, but to be enforceable, they must meet certain criteria, such as:

1. Offer: One party offers to do or provide something in exchange for something of value from the other party.

2. Acceptance: The other party accepts the offer, either verbally, in writing, or through behavior that indicates acceptance.

3. Consideration: Both parties must exchange something of value, such as money, goods, or services.

4. Capacity: Both parties must have the legal capacity to enter into a contract, such as being of legal age and mental capacity.

Why are Contracts Important for Businesses?

Contracts are crucial for businesses because they:

1. Establish agreements: Contracts provide a clear understanding of what is expected between parties and help avoid misunderstandings and potential disputes.

2. Assign responsibilities: Contracts define each party`s responsibilities and obligations, ensuring that everyone knows what is expected of them.

3. Mitigate risks: Contracts provide legal protections and remedies in case of problems or noncompliance.

4. Ensure compliance: Contracts can ensure that both parties comply with their obligations, and if they do not, there are consequences.

What is Common Law?

Common law is an evolving body of case law that is developed by judges through their decisions in court cases. Common law is based on precedent, meaning that previous court decisions serve as a basis for future cases. Common law is different from statutory law, which is created by legislatures, but it can also intersect with statutory law.

Why is Common Law Important for Businesses?

Common law is crucial for businesses for several reasons:

1. Provides legal precedents: Common law provides legal precedents that can be used to inform business practices and understand legal obligations and risks.

2. Fills in gaps in contract law: Common law can provide guidance on issues not explicitly addressed in a contract.

3. Shapes business practices: Common law can shape business practices by establishing legal standards and expectations.

How do Contracts and Common Law Interact?

Contracts and common law are both important for businesses, but they have different functions. Contracts are specific legal agreements between parties, while common law is a broader body of case law that informs legal decisions. However, contracts can also intersect with common law in several ways:

1. Interpretation: Common law can provide guidance on how to interpret the terms of a contract.

2. Implied terms: Common law can imply terms into a contract that are not explicitly stated but are necessary for the contract to be effective.

3. Remedies: Common law can provide remedies for breaches of contract that are not explicitly stated in the contract.


Contracts and common law are both essential for businesses to navigate legal obligations and risks. Contracts provide a framework for agreements and protect parties` interests, while common law provides legal precedents and informs legal decisions. By understanding the relationship between contracts and common law, businesses can ensure that they are effectively managing legal risks and obligations.