Talk:Contract

Starting sentence

The article starts with the statement that 'A contract is a legally binding document between at least two parties that defines and governs the rights and duties of the parties to an agreement.' The Contract (disambiguation) notes, as far as I think correctly, 'A contract is a promise, or agreement made of a set of promises, that is recognized by the law.' A contract is not the document which may be used to prove its existence. The first sentence supports the typical confusion of commoners, not differentiating between the contract document and the contract itself. The contract document is often referred to as 'contract' but it isn't the contract. The contract is the promise. Autograf (talk) 22:11, 12 December 2020 (UTC)

@Autograf:, you are an editor now, so go ahead and fix it. (But what about "A verbal contract ain't worth the paper it's written on!", which I suspect is false de jure but true de facto.)

PS when you add a new topic to a talk page, please put it at the end. I have moved your edit here. --John Maynard Friedman (talk) 12:16, 13 December 2020 (UTC)

The note above is correct. With due respect for quips about the difficulties that can arise when trying to enforce oral contracts, the opening sentence is incorrect in suggesting that contracts must be documents. Arllaw (talk) 15:33, 31 July 2021 (UTC)

This has since been changed. -- Beland (talk) 04:36, 14 January 2023 (UTC)

Implied contracts are contracts

A contract which is implied in law is also called a quasi-contract, because it is not in fact a contract

This seems wrong to me: if there is no contract, there is no remedy. But there is a contract here because there is offer ("come and treat me, and everyone knows a doctor needs to be paid") and acceptance ("Good evening Mr Smith, what seems to be the trouble?"). The price is not of the essence, but will be determined by what the reasonable person would have expected. The fact that the contract is implied by conduct doesn't mean it's not a contract. (It may make it harder to enforce, but that's a different matter.) Eteb3 (talk) 18:10, 24 August 2022 (UTC)

This has since been changed. -- Beland (talk) 04:36, 14 January 2023 (UTC)

Definition of a contract

The opening sentence has been more or less stable for some time, with same citation – Morawetz, Victor (1925-02-02). "The Elements of a Contract" (PDF). ABA Journal. 11 (2): 87–90. JSTOR 25709185. Retrieved 2021-07-31. (Free to read via Wikipedia:The Wikipedia Library.)

A year ago (and probably earlier, I don't see a need to check), it read

• A contract is a legally binding agreement that defines and governs the rights and duties between or among its parties. (28 December 2021)

On 24 November 2022, I changed it a little to read

• A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them., giving as a reason in my edit note: wording that is closer to the source and doesn't leave open the interpretation that the "more parties" might include non-contracting third parties

Today, Kent Dominic changed to read

• A contract is a legally enforceable agreement between or among two or more parties that mutually ratify a stated range of presumptively understood rights and promised obligations in a manner pertinent to the respective parties., giving as reason Emending edit 1123543432 (by John Maynard Friedman to remedy (1) the misplaced "that" modifying phrase applicable to "agreement" instead of "parties"; (2) the misplaced (and awkwardly redundant) second instance of "between" as it pertains to "parties" instead of "rights and obligations"; 3 clarifying that the parties rather than the rights and obligations are mutual (i.e., some contractual rights and obligations adhere to some parties but exclude others.

KD's wording reads to me (not a lawyer) as less intelligible to the lay reader, excessively legalistic and thus violates MOS:JARGON. More importantly, I believe that it strays too far from the source and that is a new definition. I have tagged it as {{failed verification}} for now.

So let's go back to the citation. Morawetz begins with this caution [so we are already in trouble]:

DEFINITION of "Contract." The word "contract" is used to express various different conceptions and it is impossible to define them all in a single definition. A verbal formula applicable to all of these conceptions would not explain or define any of them and would serve no useful purpose.

But sort of breaks his own rule, and it is this section that we are trying to summarise (note in passing how clearly written it is):

A contract has been defined as "a promise or set of promises to which the law attaches legal obligation".² According to my conception of a contract, this definition is not strictly accurate. In case of reciprocal promises between two parties both promises must be assented to by both parties and the agreement thus formed is the "contract." In case of a promise by only one of two parties it is not legally binding until assented to or accepted by the other party, nor, subject to certain exceptions, unless a consideration stipulated for by the promisor is furnished. The "contract" in this case consists not merely of the promise, but of the promise together with the promisee's assent or acceptance, forming an agreement between the parties. In case of an agreement between more than two parties the "contract" consists of the entire agreement embracing the promises therein and the assent or acceptance of all the parties.

(Footnote 2 is See Williston on Contracts, §1.)

I am content to revert to the version that has stood for a long time: it is after all just the lead sentence of a long article on contracts and doesn't need to be watertight. I am not content to let KD's wording stand, for reasons already given.

Pinging recent editors to invite comment: @Dawkin Verbier, Danhash, Beland, Rejoice Martin Kubaya, and Eteb3:. 𝕁𝕄𝔽 (talk) 14:49, 30 December 2022 (UTC)

Current one is too complicated. Agree with you that the best option now would be to revert. Dawkin Verbier (talk) 15:35, 30 December 2022 (UTC)

I urge against any reversion that repeats the misplaced "that" and "between" modifying phrases. Otherwise, the meaning is grammatically muddled. Suggested redactions:

• "A contract is a legally enforceable agreement regarding two or more parties that mutually ratify certain rights and obligations pertaining to the respective parties".
• "A contract is a legally enforceable compact involving parties that mutually agree to certain rights and obligations affecting the parties' respective interests".

The Victor Morawetz cite relates to a pretty convoluted dissertation. Black's Law Dictionary is more concise: "An agreement between two or more parties creating obligations that are enforceable or otherwise recognizable at law <a binding contract>" but needs more meat. Kent Dominic·(talk) 17:35, 30 December 2022 (UTC)

I'm not sure the longstanding version is unclear, but given the complaints about that, a smoother way to fix it is to put related words closer together: "A contract defines and governs mutual rights and obligations between two or more parties, in the form of a verbal or written agreement." -- Beland (talk) 20:53, 31 December 2022 (UTC)

Mmm, that actually might have the same problem. Maybe: "In a contract, two or more parties verbally or in writing agree to meet specific obligations or to grant specific rights." This should make it clear that it's the contracting parties that have obligations and grant rights, and a third party is not expected to do either of those things. But it also leaves open the possibility of contracts with benefits that are not mutual, per se. For example: you agree to go to the gym and I agree to take my son to the library, and we each agree to give $50 to a charity we hate if we fail to do so. It's a contract not to benefit from the actions of the other, but for individual motivation. -- Beland (talk) 21:35, 31 December 2022 (UTC)

"Legally enforceable" has to be part of whatever comes of this in order to make it clear that agreements regarding (e.g.) human trafficking or murder for hire aren't recognized as legitimate contracts. Another alternative: "A contract specifies certain legally enforceable rights and obligations pertaining to two or more mutually agreeing parties." That broad-brush iteration applies to commercial contracts, social contracts, constitutions, etc. Kent Dominic·(talk) 23:40, 31 December 2022 (UTC)

I would modify your alternative to "A contract is an agreement that specifies certain legally enforceable rights and obligations pertaining to two or more mutually agreeing parties."

As it is not clear what a contract is in that definition, for it simply describes the function of a contract as 'specifying'. A photo of a contract also specifies legally enforceable obligations, for example. Dawkin Verbier (talk) 17:02, 2 January 2023 (UTC)

Your alternative looks reasonable. The legal commentary re contracts is rife with observations that a copy of a contract isn't a contract; that the conceptual agreement is the contract. Such observations ignore how no singular definition suffices for every context where the word "contract" applies. "I signed the contract" is a perfectly cromulent sentence. It doesn't matter that such a sentence fails to comport with your suggested alternative - one that is defensible re this article's lede. Remember: Wikipedia is not a dictionary. Kent Dominic·(talk) 20:18, 2 January 2023 (UTC)

A photo of a contract is not a contract by that definition because it's a photo and not an agreement. Alternatively, you can argue that any written manifestation of a contract that correctly conveys the agreement itself actually is a contract, meaning a photo of a contract is indeed a contract. I don't think that alternative would make the proposed definition wrong, though it could be clarified that the word is used both to refer to the abstract idea and physical manifestations. -- Beland (talk) 22:56, 12 January 2023 (UTC)

Oh wait, I was looking at the wrong text. Yes, that, exactly. I'll update the intro. -- Beland (talk) 23:27, 12 January 2023 (UTC)

Agree Kent Dominic's version should be reverted, for reasons you give.

Agree the long-standing version could be improved a little, but also agree that it could just as well be reverted to, given it's so very introductory.

• A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them.

To your version I've just quoted:

I would prefer "binding" for "enforceable". Many contracts are unenforceable for extrinsic reasons (lack of evidence, statutory intervention, public policy, etc), but they are contracts nonetheless. Then it's not even "binding", I heard someone say? Ok, but sometimes it's more complicated still - statute may make the obligations of one party unenforceable but not those of the other, or make A's obligations unenforceable against A while leaving A free to enforce its rights against B. Maybe the "valid" of the source would be better still?

I can't see that your "defines, and governs" adds anything to "creates": given the introductory nature of the sentence, I think we can take those as implied (and imho you there drift towards what you dislike in Kent Dominic's edit ;)

HTH. Eteb3 (talk) 21:15, 16 January 2023 (UTC)

PS: Strictly the contract needn't "define" the obligation: it can create an obligation to pay, without defining how much. Eteb3 (talk) 21:59, 16 January 2023 (UTC)

Petty changes

Kent Dominic seems to believe that he (I think we may safely assume it is "he") WP:OWNS this article, persisting in making pedantic wp:righting great wrongs edits to assert his strange view of English grammar. Perhaps WP:ENVAR explains it, but I doubt it. The latest case is his change of "agreement between parties" to "agreement by parties". The number of instances found by Google for "agreement between" "contract" is nearly eight times the number found for "agreement by" "contract" (and most cases of the latter involve an agreement by the parties to a consensus). I reverted his edit whereupon he immediately counter-reverted with some block capitals rant. I invite him to read WP:bold, revert, discuss and wp:edit warring. Self-revert would be wise. I don't intend to pursue this nonsense further, I'd rather not enter the WP:Lamest edit wars hall of infamy. But, KD, if you continue in this vein, it is only a matter of time before you end up with a WP:ANI referral. --𝕁𝕄𝔽 (talk) 23:56, 9 January 2023 (UTC)

It's beneath me to reply further than to say this talk page thread is aptly titled and indeed makes assumptions, includes a fair amount of nonsense, casts nonrelevant personal aspersions tantamount to incivility against a certain editor (including the temerity to address the editor by unfamiliar yet disapproved initials), and smacks of an unawareness that WP:ANI is there "for discussion of urgent incidents and chronic, intractable behavioral problems" rather than to pursue an editing dispute about phraesology, semantics, grammar, usage, etc. I'm nonethless thankful this thread expresses an interest in not preciptating a pretty lame edit war. Kent Dominic·(talk) 04:00, 10 January 2023 (UTC)

I would have to agree with your comment to a certain extent as I feel that many of the edits made have been either idiosyncratic in its syntactical reasoning or confusing as a whole. I don't really understand the kinds of explanations that are given for some of the edits, and I think that if the grammar changes can't be explained without reference to some arcane terminology that they should be assumed to be plainly false unless some real explanation can be made with regard to basic principles of language. At the same time, I think the edits have largely been at the expense of clarity in favour of more verbose language that I don't believe to be particularly more accurate in either substance or form. Dawkin Verbier (talk) 12:53, 17 January 2023 (UTC)

For example, an edit was made with regard to changing 'mixed-law' (as in, jurisdiction) to 'plenary'. This edit seemed to have had been justified on plainly a matter of opinion as to what the 'right' terminology is, when in actuality 'mixed-law' as a description of systems that combine both civil and common law traditions is a perfectly valid label. Googling 'mixed-law' yields results pertaining to those systems; googling 'plenary legal system' does not yield any valid results. As a matter of using the more common and understandable terminology, I have reverted the edits accordingly. Dawkin Verbier (talk) 12:57, 17 January 2023 (UTC)

Kill Fee

Came to find out what a "Kill Fee" is, as it redirects here, but the term isn't mentioned in the article. Not very helpful. The information either needs to be added to the article or the redirect should be removed.81.140.176.205 (talk) 12:26, 15 February 2023 (UTC)

Added sentence on procurement

I have added a sentence on how contracting relates to procurement, as procurement wasn't mentioned before in this article but is probably a parent article for contract, right? I've made it: Contracting is a specific phase within procurement. It includes creating, negotiating, and managing contracts.. I wonder if contracting should redirect to procurement maybe, and not to here? EMsmile (talk) 08:54, 7 June 2024 (UTC)

अनुबंध की विशेषताये

अनुबंध की विशेषताये 2409:40C4:9:4A57:8000:0:0:0 (talk) 15:19, 3 December 2024 (UTC)