Legal Definitions - certain contract

A certain contract refers to an agreement where the essential terms are clear, definite, and unambiguous. For a contract to be legally enforceable, its fundamental elements—such as the parties involved, the subject matter, the price, and the scope of performance—must be sufficiently precise and agreed upon. If key terms are vague, incomplete, or left open for future negotiation without a clear method for resolution, a court may determine that no valid and enforceable contract was formed due to a lack of certainty.

Here are some examples illustrating a certain contract:

• Example 1: Real Estate Purchase Agreement

  A buyer and seller sign a contract for the purchase of a residential property. The agreement explicitly states the full address of the property, the exact purchase price of $450,000, the specific closing date of October 15th, and a detailed list of fixtures and appliances included in the sale. Both parties are clearly identified by their full legal names.

  This is a certain contract because all critical terms—the identity of the property, the price, the timeline, and what is included—are explicitly defined, leaving no room for doubt or future negotiation on these essential points.

• Example 2: Software Development Services

  A startup company hires a freelance developer to build a new mobile application. Their contract specifies the exact features to be included in the app (e.g., user login, profile management, secure payment gateway, push notifications), the development timeline with key milestones, the total fixed fee of $25,000, and the payment schedule (e.g., 25% upfront, 50% upon milestone completion, 25% upon final delivery). The contract also outlines the intellectual property rights.

  This demonstrates a certain contract because the scope of work, deliverables, payment, and timeline are all clearly articulated. Both parties understand precisely what is expected, when it is expected, and for what compensation, minimizing potential disputes over performance or payment.

• Example 3: Commercial Supply Agreement

  A bakery enters into an agreement with a flour mill to purchase a specific type of organic whole wheat flour. The contract states that the bakery will purchase 500 bags (each 25 kg) of "Premium Organic Whole Wheat Flour, Grade A" per month for a period of one year, at a price of $25 per bag, with delivery scheduled for the first Monday of each month. Payment terms are net 30 days from delivery.

  This is a certain contract because it precisely defines the goods (type, quality, quantity), the duration of the agreement, the price, and the delivery and payment terms. There is no ambiguity about what product is being supplied, how much, for how long, or under what financial conditions.