The Offer A definite proposal to enter into a contract with specific, clear terms. Must be communicated to the offeree and demonstrate intent to be bound if accepted. Acceptance Unconditional agreement to all terms of the offer. Any change constitutes a counter-offer, not acceptance. Silence generally not acceptance unless prior course of dealing. Consideration Something of value exchanged by both parties. Can be money, services, promises, or forbearance from a legal right. Past consideration generally invalid. Mutual Intent Both parties must intend to create legal obligations. Social agreements typically lack this intent.