Contracts
Distinguished
from Agreements
A PRACTICAL TOOL TO EVALUATE
CONTRACT PROTECTION AND THE LACK THEREOF
SUMMARY
In strict legal circles:
• “agreement” is an umbrella term for any type of mutual understanding, whether enforceable or not; whereas
• “contract” specifically means a type of agreement that is enforceable.
Said another way, all contracts are agreements, but not every agreement rises to the level of a contract.
PRACTICAL TIP
In mergers and acquisitions, it is helpful to differentiate legal instruments based on whether they represent non-binding agreements or binding agreements.
This framework captures risk exposure as a working matter by highlighting upfront whether contract protection—i.e., enforceability—exists.
Jonathan Conigliari is a mergers and acquisitions attorney and the founder of Conigliari PC. He advises a variety of clients on strategic transactions, significant investments, and general counsel matters involving corporate law, special situations, and contracts. You can contact him via email or at +1 310-708-4881.
Our practice includes providing lead transaction and general counsel services to private equity sponsors and their portfolio companies, corporate development and in-house legal teams, investors and joint venture partners, exiting founders, and independent buyers and searchers. We also provide support to existing businesses, startups, and entrepreneurs. For further information about our practice, please visit our practice page or contact us.
This insight is not, and is not meant to serve as, legal advice. It is only for general information. Reviewing or sharing this insight will not establish an attorney-client relationship with Conigliari PC unless we are or have been formally engaged to provide legal services.