Bilateral Contract

What is a Bilateral Contract?

A bilateral contract is a reciprocal agreement between two parties where each promises to perform an act in exchange for the other party’s act. It involves mutual obligations, meaning both parties are legally bound to fulfill their respective promises.

Examples of bilateral contracts include:

  • Employment contracts (where the employer promises to pay a salary in exchange for the employee’s work)
  • Sale of goods contracts (where the seller promises to deliver goods in exchange for payment from the buyer)
  • Lease agreements (where a landlord promises to provide a rental property in exchange for rent from a tenant)
  • Reseller agreements (where a company promises to sell another company’s products in exchange for a cut of the profits)

Bilateral contracts are one of the most common types of contracts and play a significant role in various business transactions. Since businesses operate on reciprocal terms — that is, they provide a good or service, and the customer pays — bilateral contracts are the foundation of practically all commercial activities.

Synonyms

  • Bilateral agreement
  • Reciprocal contract

Importance of Bilateral Contracts in Business

In business dealings, bilateral contracts provide a structured framework for transactions, ensuring each party is aware of their duties and the benefits they will receive. Mutual promises foster trust and cooperation, facilitating smoother and more predictable business operations and customer relationships.

For instance, in a typical sales transaction, the seller promises to deliver a product or service, and the buyer promises to pay a specific amount for it. Had there been no mutual promise, the seller might have delivered the product without receiving any payment, or the buyer could have received the product without paying for it.

The same goes for an employment contract — when a business hires an employee, both parties enter into a mutual agreement. The employee needs to contractually guarantee they’ll receive payment for their work, while the business needs to ensure the employee will perform their job duties.

In essence, bilateral legal agreements make it so that both parties have an equal stake in the transaction, creating a balanced and fair relationship. In the event one party breaches or disputes the contract terms, the other party has legal recourse to seek remedies using the executed contract as a reference.

How Bilateral Contracts Work

Bilateral contracts function through a mutual exchange of promises, where each party commits to fulfilling specific obligations. These contracts are a fundamental component of many business and personal agreements, ensuring both parties are legally bound to their promises.

Here’s how bilateral contracts generally work:

  1. Formation. A bilateral contract is formed when each party makes a promise to the other. For instance, in a sales agreement, the seller promises to provide goods or services, and the buyer promises to pay for them. This reciprocal arrangement forms the basis of the contract, which becomes legally binding once all parties agree to the terms and sign them.
  2. Performance execution. Each party must perform their agreed-upon obligations. Non-performance or a breach of these obligations leads to consequences (laid out in the agreement). For example, if a buyer fails to pay the agreed price by X date, the seller may terminate the contract or charge an additional fee.
  3. Enforcement. If a party fails to fulfill its obligations, the other can enforce the contract in court. This might involve demands for specific performance (compelling the party to fulfill their promise) or seeking monetary damages for losses incurred due to the breach.
  4. Flexibility and modifications. While bilateral contracts are binding, they can be modified through mutual consent. In the contract modification process, changes typically require an addendum to the original contract, agreed upon and signed by all parties involved.

Key Characteristics of a Bilateral Contract

While the exact contract elements will depend on the type of contract it is, the company or individual’s policies, and the nature of the agreement, there are a few characteristics all bilateral agreements share:

Mutual Exchange of Promises

This is the core element of a bilateral contract, where each party promises to fulfill an obligation in return for something of value. One party (typically a business, seller, or property owner) will offer goods or services, and the other will accept the terms of the offer. Or, the two will create offers for each other, negotiating back and forth until they reach an agreement.

Consideration

In a bilateral contract, each party must provide something of economic value (or consideration) to the other. This can take many forms:

  • Money
  • Goods
  • Services
  • Property rights
  • Benefits or privileges
  • Access to resources or information

For contracting, consideration must be something that the law regards as having future or present value, not past. It also cannot be something that the person is already legally bound to provide.

Mutual Assent

Mutual assent (also known as mutual consent) refers to an explicit agreement between both parties. Both sides must fully understand the terms of the contract, and each party must voluntarily consent to its conditions. To demonstrate mutual assent, both parties sign the contract or indicate their agreement in writing.

Legality

To be legally binding, a bilateral contract must involve an exchange of promises that is lawful under state or federal laws. For example, a contract between two companies to engage in illegal activities would not be enforceable.

Contractual Capacity

For a contract to be valid, all parties must have the legal capacity to enter into an agreement. This means they must:

  • Be mentally competent
  • Be of legal age (typically 18)
  • Not be under the influence of drugs or alcohol
  • Not have any physical, emotional, or mental disabilities that impair their ability to understand the contract’s terms and conditions

Advantages and Disadvantages of Bilateral Contracts

While bilateral contracts are standard practice in business and personal dealings, they do carry a few disadvantages related to their enforceability and the obligations they impose.

Let’s dive in.

Advantages of Bilateral Contracts

  • Balance of obligations. Both parties have a clear understanding of their responsibilities and what they can expect from the other party.
  • Mutual trust and cooperation. The mutual exchange of promises fosters trust and cooperation, creating more predictable business relationships.
  • Legal enforceability. Bilateral agreements are legally binding, which means that if one party breaches the terms of the agreement, the other has legal recourse to seek remedies. This makes them ideal for business contracts.
  • Favorable deals. Legally binding agreements enable buyers to negotiate better deals with vendors (e.g., through price breaks). Vendors benefit from selling higher volumes of their products more quickly and winning more business.

Disadvantages of Bilateral Contracts

  • Potential for expensive disputes. Misunderstandings, disagreements, and breaches of contract terms lead to costly legal battles. If a legal obligation isn’t fulfilled but the other party doesn’t have the resources to sue, their hands are tied despite having a fully enforceable contract.
  • Complex and time-consuming process. Drafting, negotiating, and signing contracts can take a considerable amount of time and resources, especially if there are multiple parties involved.
  • Risk of compliance issues. Contract compliance is something that requires ongoing monitoring. It’s entirely possible that either parties coudl fail to fulfill all their obligations without realizing it.
  • Inequalities of power. If one party has significantly more bargaining power than the other, they may be able to negotiate terms that are unfairly favorable to them. This can lead to an imbalance of obligations and potentially harmful consequences for the weaker part.

Bilateral vs. Unilateral Contracts

A unilateral contract is a type of agreement in which only one party makes a promise to perform an action or service in exchange for a performance by the other party. The contract is not formed by a mutual exchange of promises, but rather becomes legally binding when the party who is promised a performance actually performs the requested act.

The classic example of a unilateral agreement is a reward offer (e.g., “I will pay $50 to whoever finds and returns my lost dog”).

Here’s a table comparing key features of bilateral and unilateral contracts:

FeatureBilateral ContractUnilateral Contract
PromisesMutual promises between two or more parties.A single promise made by one party, dependent on an act by another.
ConsiderationBoth parties provide something of value.Typically, only the promisor offers something of value, which becomes valid upon the act of the promisee.
FormationFormed upon the exchange of promises between the parties.Formed when the promisee performs the requested act.
Legal ObligationBoth parties are legally obligated to fulfill their promises.Only the promisor is initially obligated. The contract binds the promisor if the promisee chooses to perform the act.
EnforceabilityEnforceable once promises are exchanged.Becomes enforceable only after the promisee acts on the promisor’s offer.
ExampleEmployment contracts, sales agreements, leasesRewards (e.g., for lost items), certain promotional contests.

Comparing the two: Biilateral contracts involve a reciprocal agreement where both parties have duties that are interdependent, while unilateral contracts involve a one-sided promise that becomes binding upon the performance of a certain act by the other party.

Use of Contract Management Software for Bilateral Contracts

To execute, enforce, and manage compliance for bilateral agreements, you need to take active steps to improve the contract management process. Investing in contract management software is the first and most important step.

With contract management software, your business can:

  • Auto-generate contracts from templates using contract AI
  • Collaborate on document creation and editing with automated version control
  • Track contract status and performance in real time
  • Deliver automated alerts for key dates (e.g., renewals and expirations)
  • Facilitate e-signature and electronic contract management
  • Store all contracts in a secure, central repository on the cloud
  • Generate reports and analytics to identify trends, opportunities, and potential compliance issues related to your contracts.

By implementing contract management software, you can streamline every aspect of contract lifecycle management. In addition to reducing errors and non-compliance instances, this makes your business more operationally efficient and facilitates better customer and partner relationships.

People Also Ask

What happens if one party breaches a bilateral contract?

A breach can range from minor (non-serious) to material (serious), depending on how much the breach affects the overall purpose of the contract.

Remedies for a breach in a bilateral contract include damages (monetary compensation), specific performance (a court order to fulfill the contractual obligations), rescission and restitution (cancellation of the contract and reimbursement for damages incurred), and reformation (when the contract doesn’t match the original agreement due to a mistake or fraud).

Do bilateral contracts always need to be written?

Bilateral contracts do not always need to be written to be considered valid. Oral contracts can be just as enforceable as written contracts, unless the Statute of Frauds applies. This statute requires certain types of contracts, such as those involving real estate or goods worth over $500, to be in writing and signed by both parties.

The key factors that determine the enforceability of an oral contract include the ability of the parties to prove the existence of the contract terms and their mutual agreement to these terms. If one party denies the existence of an oral agreement and the other cannot prove it (through written terms or otherwise), it will be difficult for them to enforce it.

How do you ensure an enforceable bilateral contract?

To be enforceable, a bilateral contract must clearly define what each party is obligated to do. Ambiguities in contract terms can lead to disputes and potential unenforceability. Other key factors to ensure enforceability include the signing of the contract by both parties, consideration, and legal capacity of both parties.