Legal Definitions - nude contract

A nude contract, also known by its Latin term nudum pactum (meaning "naked promise" or "bare agreement"), refers to an agreement or promise that lacks what the law calls "consideration."

In contract law, for an agreement to be legally binding and enforceable, there must be an exchange of something of value between the parties. This "something of value" is known as consideration. It doesn't have to be money; it can be a promise to do something, a promise not to do something, or an act performed by one party in exchange for the other's promise. A nude contract is essentially a promise made without this essential exchange. Because one party receives nothing of value in return for their promise, the law generally does not recognize it as a valid contract and will not enforce it.

Here are some examples to illustrate this concept:

• Example 1: A Promise to Give a Gift

  Imagine a wealthy aunt tells her niece, "I promise to give you $5,000 next month for your birthday." The niece is delighted but doesn't offer anything in return for this promise. If the aunt later changes her mind and decides not to give the money, the niece generally cannot legally force her to do so. This is a nude contract because the aunt's promise was a gratuitous one, made without any consideration (something of value) flowing from the niece back to the aunt. The niece didn't promise to do anything, or refrain from doing anything, in exchange for the $5,000.

• Example 2: A Promise for Past Services

  Consider a situation where a neighbor, out of kindness, helps another neighbor move heavy furniture. After the furniture is moved, the grateful neighbor says, "Thank you so much! I promise I'll pay you $100 next week for your help." If the grateful neighbor later decides not to pay, the helping neighbor typically cannot sue to enforce this promise. The help was already rendered *before* the promise of payment was made. There was no new consideration for the promise of $100; the act of moving furniture was a past event and not given in exchange for the *subsequent* promise of payment. Therefore, it's a nude contract.

• Example 3: A Vague, Unilateral Promise Without Reciprocity

  A company CEO announces at a staff meeting, "If everyone continues to work hard, I promise to give everyone a significant bonus at the end of the year." While this might motivate employees, if the CEO later decides not to issue bonuses, the employees generally cannot sue to enforce this promise as a contract. The promise is vague ("significant bonus"), and more importantly, the employees are already obligated to "work hard" as part of their existing employment contracts. They haven't offered any new, specific consideration (like agreeing to work extra hours beyond their contract, or achieving a specific, measurable new goal) in direct exchange for the bonus promise. Without a clear, reciprocal exchange of value, it remains a nude contract.