AGREEMENT

agreement.

1. A mutual understanding between two or more persons about their relative rights and duties re-garding past or future performances; a manifestation of mutual assent by two or more persons. [Cases: Contracts

1. C.J.S. Contracts §§ 2–3, 9, 12.]

2. The parties’ actual bargain as found in their language or by implication from other circumstances, including course of dealing, usage of trade, and course of performance. UCC § 1-201(b)(3). [Cases: Sales 33. C.J.S. Sales § 43.]

“The term ‘agreement,’ although frequently used as synonymous with the word ‘contract,’ is really an expression of greater breadth of meaning and less technicality. Every contract is an agreement; but not every agreement is a contract. In its colloquial sense, the term ‘agreement’ would include any arrangement between two or more per-sons intended to affect their relations (whether legal or otherwise) to each other. An accepted invitation to dinner, for example, would be an agreement in this sense; but it would not be a contract, because it would neither be intended to create, nor would it in fact create, any legal obligation between the parties to it. Further, even an agreement which is intended to affect the legal relations of the parties does not necessarily amount to a contract in the strict sense of the term. For instance, a conveyance of land or a gift of a chattel, though involving an agreement, is … not a contract; because its primary legal operation is to effect a transfer of property, and not to create an obligation.” 2 Stephen’s Commentaries on the Laws of England 5 (L. Crispin Warmington ed., 21st ed. 1950).

“An agreement, as the courts have said, ‘is nothing more than a manifestation of mutual assent’ by two or more legally competent persons to one another. Agreement is in some respects a broader term than contract, or even than bargain or promise. It covers executed sales, gifts, and other transfers of property.” Samuel Williston, A Treatise on the Law of Contracts§ 2, at 6 (Walter H.E. Jaeger ed., 3d ed. 1957).

agreement incident to divorce. See DIVORCE AGREEMENT.

agreement of sale. An agreement that obligates someone to sell and that may include a corresponding obligation for someone else to buy. [Cases: Sales

1. C.J.S. Sales § 2.]

agreement to agree.

1. An unenforceable agreement that purports to bind two parties to negotiate and enter into a contract; esp., a proposed agreement negotiated with the intent that the final agreement will be embodied in a formal written document and that neither party will be bound until the final agreement is executed.

2. A fully enforceable agreement containing terms that are sufficiently definite as well as adequate consideration, but leaving some details to be worked out by the parties. [Cases: Contracts 25. C.J.S. Contracts § 60.]

“Although the parties expect that they will reach agreement on the missing terms, what they expect to happen if they fail to reach agreement is often unclear. They may understand that there will be no contract at all or they may understand that there will be a contract with the missing term supplied as a matter of law. If the latter is their understanding, a question arises whether the agreement is one with open terms sufficiently definite to be enfor-ceable or whether it is a mere unenforceable ‘agreement to agree.’ ” E. Allan Farnsworth, Contracts § 3.29, at 217 (3d ed. 1999).

agreement to sell. An agreement that obligates someone to sell. [Cases: Sales

1. C.J.S. Sales § 2.]

antenuptial agreement. See PRENUPTIAL AGREEMENT.

binding agreement. An enforceable contract. See CONTRACT. [Cases: Contracts

1. C.J.S. Contracts §§ 2–3, 9, 12.]

closing agreement. Tax. A written contract between a taxpayer and the Internal Revenue Service to resolve a tax dispute. [Cases: Internal Revenue 4761. C.J.S. Internal Revenue § 654.]

cohabitation agreement. See COHABITATION AGREEMENT.

divorce agreement. See DIVORCE AGREEMENT.

formal agreement. An agreement for which the law requires not only the consent of the parties but also a ma-nifestation of the agreement in some particular form (e.g., a signed writing), in default of which the agreement is unenforceable. Cf. formal contract under CONTRACT. [Cases: Contracts 30. C.J.S. Contracts §§ 66–67, 72.]

integrated agreement. See INTEGRATED CONTRACT.

invalid agreement. See invalid contract under CONTRACT.

living-together agreement. See COHABITATION AGREEMENT.

marital agreement. See MARITAL AGREEMENT.

marital settlement agreement. See DIVORCE AGREEMENT.

negotiated agreement. See NEGOTIATED AGREEMENT.

outsourcing agreement. See OUTSOURCING AGREEMENT.

point-and-click agreement. See POINT-AND-CLICK AGREEMENT.

postnuptial agreement. See POSTNUPTIAL AGREEMENT.

prenuptial agreement. See PRENUPTIAL AGREEMENT.

property settlement agreement. See PROPERTY SETTLEMENT(2).

reconciliation agreement. See RECONCILIATION AGREEMENT.

separation agreement. See SEPARATION AGREEMENT.

side agreement.

1. An agreement that is ancillary to another agreement.

2. Int’l law. An international accord that is specifically negotiated to supplement a broader trade treaty. • For example, NAFTA contains no provisions about labor standards or environmental protection. But two side agreements about those areas were negotiated separately and designed to supplement NAFTA, making the treaty more attractive to the ratifying bodies.

— Also termed supplemental agreement.

simple agreement. An agreement for which the law requires nothing for its effective operation beyond some manifestation that the parties have consented.

subordination agreement. An agreement by which one who holds an otherwise senior interest agrees to subor-dinate that interest to a normally lesser interest, usu. when a seller agrees to subordinate a purchase-money mortgage so that the buyer can obtain a first-mortgage loan to improve the property. [Cases: Secured Transactions 147. C.J.S. Secured Transactions § 108.]

supplemental agreement. See side agreement.

surrogate-parenting agreement. See SURROGATE-PARENTING AGREEMENT.

takeover agreement. An agreement under which a defaulting party’s surety agrees to perform the original contract in the defaulting party’s stead.

trust agreement. See declaration of trust (2) under DECLARATION(1).

unconscionable agreement ([schwa]n-kon-sh[schwa]-n[schwa]-b[schwa]l). An agreement that no promisor with any sense, and not under a delusion, would make, and that no honest and fair promisee would accept. • For commercial contexts, see UCC § 2-302.

— Also termed unconscionable contract; unconscionable bargain. [Cases: Contracts

1. C.J.S. Contracts §§ 2–3, 9, 12.]

underwriting agreement. An agreement between a corporation and an underwriter covering the terms and conditions of a new securities issue. [Cases: Corporations 79. C.J.S. Corporations § 186.]

valid agreement. See valid contract under CONTRACT.

voidable agreement. See voidable contract under CONTRACT.

void agreement. See void contract under CONTRACT.