Contractual Agreements, Agreements to Agree

For a contract to be formed, the parties must agree on all essential terms. The nature and extent of a contract’s essential terms must be “certain or capable of being certain.” Douros REalty & Constr. Co. v. Kelley Proeprties, Inc., 799 S.W.2d 179, 182 (Mo. Ct. App. 1990).

In many transactions, particularly business transactions, parties will sign multiple layers of documents before finalizing a transaction. These initial documents may not constitute a contract. “Negotiations or preliminary steps toward a contract do not constitute a contract.” Cervantes v. Ryan, 799 S.W.2d 111, 116 (Mo. Ct. App. 1990). If the parties have reserve the essential terms of a contract for future determination, there is no valid agreement. Around The World Importing, Inc. v. Mercantile Trust Co., N.A., 795 S.W.2d 85, 90 (Mo. Ct. App. 1990).

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