What Makes A Contract Not Enforceable In Massachusetts?

Contracts are the backbone of good business, ensuring that all parties to an agreement perform as they’ve promised to do. However, just because a document is called a contract does not automatically make it enforceable. Some “contracts” don’t contain the necessary statutory elements while others violate public policy, for instance. SederLaw takes a look at some unenforceable contracts.

Lack of basic formalities

To be a valid contract in our state, a contract must contain three essential elements:

  • Offer – the expression by one party of willingness to enter into a contract
  • Acceptance – non-conditional acceptance of the offer (conditional acceptance would be a counteroffer)
  • Consideration – something of value, or a benefit and detriment, exchanged between the parties

Contracts come in several forms such as express, implied, quasi-contract, bilateral, and unilateral. But as a general rule they must meet the above criteria to be valid and enforceable.

Violation of the Statute of Frauds

While contracts can be oral, certain ones have to be in writing and signed to be enforceable under what’s known as the statute of frauds. These include the following contracts:

  • To charge an executor or administrator, or an assignee under an insolvent law, on a promise to answer for damages out of an estate
  • To charge someone on a promise to answer for the debt, default, or wrongdoing of someone else
  • Made on consideration of marriage
  • For the sale of real property or an interest therein
  • That cannot be performed within one year

The Breach Happened Too Long Ago

If a party breaches a contract, the party wishing to enforce it does not have an unlimited amount of time to take legal action. Massachusetts has a deadline, known as a statute of limitations, that bars enforcement of a contract if a party waits too long. In general, for most contracts, there is a six-year deadline to file a lawsuit to seek damages or to demand specific performance of the contract from the breaching party.

Fraud, Duress, or Lack of Competence

Obviously, a contract that is fraudulent is not going to be enforced. Fraud can come in many forms such as a forged signature, swapping a real page of the contract for another one, or lying to convince someone to sign the contract. A person who is under duress or forced into signing the contract can also raise this as an objection to enforcement later. Finally, parties to the contract must be legally and mentally competent.

Illegal Contracts

Certain contracts are against the law or against public policy and won’t be enforced. A contract to hire a hitman to kill someone would be an obvious example of an illegal contract. Meanwhile, certain contracts won’t be enforced because they are considered to be against public policy. An example is an overly restrictive non-compete agreement that would make it too burdensome for someone to financially support themselves after leaving a previous employer.

Are Your Contracts Enforceable?

Do you have questions about whether your contracts can be enforced in court? Have SederLaw take a look. We can assist with all of your business’s legal needs, including those involving contracts. To get started, connect with our Business & Corporate Law team today.