First, to understand the requirements of an enforceable contract under Italia law, we must know what a contract is.
The Italian Civil Code defines the contract as:
the agreement of two or more parties aimed at establishing, governing or terminating a legal relationship (article 1321).
Two elements stand out from this definition:
- there must be at least two parties to participate in a legal relationship for there to be a contract.
- it must have an economic significance
The essential elements
Under Italian Law there are four essential elements a contract must have for it to be valid and enforceable (article 1325 Italian Civil Code). These are:
Agreement of all involved parties
Form (if required by law)
If any of these elements is missing (e.g. the contract is verbal, whereas the law required it to be written), the contract is void or null.
The nature of the agreement can be regarded as being twofold: on one side it is regarded as a synonym for contract; on the other as an essential element.
For the contract to be enforceable it is necessary that a consensus is reached between the parties on its content. Related to this are the concepts of offer and acceptance. Once the offer has been made by one of the parties and accepted by the other, the contract becomes enforceable.
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It is an essential element of the contract the absence of which can render it void. The Italian Civil Code does not provide a definition of the term, but this is related to the legitimacy of the contract with regard to its socio-economic function the parties are aiming at with the contract.
There is no definition of the scope either, but elsewhere in the Code is specified that scope must be possible, lawful, identified or identifiable (article 1346). All provisions must be present for the contract to be enforceable (e.g. it will be not possible to enforce the fulfillment of an obligation which is not clearly defined in the contract).
With regard to the form, the Italian Civil Code affirms the principle of freedom of forms. A contract can be valid both in a written or verbal form, if there is not a legal requirement for the parties to convene their agreement in a specific form. Indeed, the law regulates when a certain form is necessary for the contract to be valid.
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