§ 19-1 Contract - Defined

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§ 19-1 Contract - Defined

A contract is an obligation which arises from actual agreement of the parties manifested by words, oral or written, or by conduct. A contract exists where there is an agreement between two or more persons upon sufficient consideration either to do or not to do a particular act. Stated another way, there must be an offer and an acceptance accompanied by valuable consideration.

In South Carolina, a contract may be in writing or it may be oral, that is, by word of mouth, or it may be a combination of those types-some things in writing, some things oral.

For an agreement to be legally enforceable, the parties must manifest, by way of an offer to enter an agreement by one party and an acceptance of this offer by the other, an intention to enter a contract under terms which are completely understood by each party. This is sometimes referred to as a "meeting of the minds." The "meeting of the minds" required to make a contract is not based on secret purpose or intention on the part of one of the parties, stored away in his mind and not brought to the attention of the other party, but must be based on purpose and intention which has been made known or which, from all the circumstances, should be known.

If the agreement is manifested by words, the contract is said to be express. If the agreement is manifested by conduct, it is said to be implied. In either case, the parties must manifest a mutual intent to be bound. Without the actual agreement of the parties, there is no contract. An express contract, as well as an implied contract, rests on an actual agreement of the parties to be bound to a particular undertaking.

The parties must manifest their mutual assent to all essential terms of the contract in order for an enforceable obligation to exist. If one of the parties has not agreed, then a prerequisite to formation of the contract is lacking. To constitute a valid and binding contract, it is essential that both parties assent to the same thing in the same sense.

See Sauner v. Pub. Serv. Auth. of South Carolina, 354 S.C. 397, 581 S.E.2d 161 (2003); Player v. Chandler, 299 S.C. 101, 382 S.E.2d 891 (1989) (South Carolina common law requires that, in order to have a valid and enforceable contract, there must be a meeting of the minds between parties with regard to all essential and material terms of agreement); Edens v. Laurel Hill, Inc., 271 S.C. 360, 247 S.E.2d 434 (1978); Gaskins v. Blue Cross-Blue Shield, 271 S.C. 101, 245 S.E.2d 598 (

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