Contract (Formation and Remedies) (Scotland) Act 2026

2 Formation of contract: general

(1) A contract is formed on the parties coming to an agreement—

(a) which they intend to have legal effect, and

(b) which, taking any relevant enactment or rule of law into consideration, has both—

(i) the essential characteristics of a contract of the kind in question, and

(ii) sufficient content,

for it to be given legal effect as a contract of that kind.

(2) A contract is formed on the parties coming to an agreement on all but one matter or all but some matters, provided that the agreement is otherwise an agreement within the meaning of subsection (1).

(3) But where a party explicitly requires that, for a contract to be formed, there must be agreement on a specific matter there is no contract unless the parties come to an agreement on that matter.

(4) For the purposes of subsections (1) to (3), whether there is agreement or not may be determined from the statements and conduct of the parties (whether or not such statements and conduct consist of, or include, the acceptance of an offer).