28-2-102. Essential elements of a contract. It is essential to the existence of a contract that there be:
(1) identifiable parties capable of contracting;
(2) their consent;
(3) a lawful object; and
(4) a sufficient cause or consideration.
Montana Code Annotated
Mont. Code Ann. § 28-2-102 (2026)
Essential Elements Of A Contract
✓ current as of May 2026
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TITLE 28. CONTRACTS AND OTHER OBLIGATIONS
CHAPTER 2. CONTRACTS
Part 1. General Provisions
Essential Elements Of A Contract
History: En. Secs. 2091, 2102, Civ. C. 1895; re-en. Secs. 4966, 4969, Rev. C. 1907; re-en. Secs. 7468, 7471, R.C.M. 1921; Cal. Civ. C. Secs. 1550, 1558; Field Civ. C. Secs. 745, 748; re-en. Secs. 7468, 7471, R.C.M. 1935; R.C.M. 1947, 13-102, 13-203; amd. Sec. 11, Ch. 117, L. 1979.
Notes of Decisions
Cited in 111
cases (11 in the last 5 years), 1979–2026 · leading case: Kortum-Managhan v. HERBERGERS NBGL, 2009 MT 79 (Mont. 2009).
Kortum-Managhan v. HERBERGERS NBGL, 2009 MT 79 (Mont. 2009). “2d 417, 421 (1991) (citing § 28-2-102, MCA). We stated in Keesun : There must be mutual assent or a meeting of the minds on all essential terms to form a binding contract.”
Lenz v. FSC Sec., 2018 MT 67 (Mont. 2018). “The threshold validity and enforceability of an arbitration agreement is a question of law but the limited role of the court is to enforce and give effect to the lawful agreement of the parties.”
Global Client Solutions, LLC v. Ossello, 2016 MT 50 (Mont. 2016). “Section 28-2-102, MCA; Thornton v. Songstad, 263 Mont.”
Klawitter v. Dettmann, 886 P.2d 416 (Mont. 1994). “Section 28-2-102, MCA, sets forth the essential elements of a contract: (1) identifiable parties capable of contracting; (2) their consent; (3) a lawful object; and (4) a sufficient cause or consideration.”
Associated Mgmt. Servs., Inc. v. Ruff, 424 P.3d 571 (Mont. 2018). “" Section 28-2-102, MCA. Legally sufficient contract consideration requires: (1) a benefit offered by a promisor to another, or a promisor's offer to suffer a detriment to the other; (2) offered by the promisor in exchange for or to induce a reciprocal benefit from or detriment…”
Ehly v. Cady, 687 P.2d 687 (Mont. 1984). “Section 28-2-102, MCA. The Cadys raise an issue as to their consent to the contract based on the assertions that (1) the full purchase price was not to be paid by Ehly, and (2) the release clause of the contract was ambiguous, leaving the parties with varying interpretations.”
Daniels v. Thomas, Dean & Hoskins, Inc., 804 P.2d 359 (Mont. 1990). “All contracts must contain four essential elements.”
Chipman v. Nw. Healthcare Corp., 14 MT 15 (Mont. 2014). “Thus, our analysis of whether the manual is a contract is governed by general principles of Montana contract law.”
Bucy v. Edward Jones & Co., 445 P.3d 812 (Mont. 2019). “Section 28-2-102, MCA ; Kortum , ¶ 18. Consent must be "free, mutual, and communicated by each" party to the other.”
Kluver v. PPL Montana, LLC, 2012 MT 321 (Mont. 2012). “¶32 Here, the District Court found that the MOU and map contain all of the material terms of a contract, and concluded that they constitute an enforceable settlement agreement. The parties do not dispute that the MOU identifies parties capable of contracting.”
Norwood v. Serv. Distrib., Inc., 2000 MT 4 (Mont. 2000). “¶32 With the intent of clarifying this matter, we first note that “failure of consideration,” as either a claim or affirmative defense, does not relate to the absence of consideration, or whether there is “good” consideration necessary for the formation of a valid, enforceable…”
Nitzel v. Wickman, 940 P.2d 451 (Mont. 1997). “Section 28-2-102, MCA. "Consideration" is defined at § 28-2-801, MCA, as: Any benefit conferred or agreed to be conferred upon the promisor by any other person, to which the promisor is not lawfully entitled, or any prejudice suffered or agreed to be suffered by such person,…”
— Mont. Code Ann. § 28-2-102(1) — 2 cases
Est. of Banderob, 1998 MT 117N (Mont. 1998).
Arnold v. Briese, 2002 MT 105N (Mont. 2002).
— Mont. Code Ann. § 28-2-102(2) — 10 cases
Kortum-Managhan v. HERBERGERS NBGL, 2009 MT 79 (Mont. 2009). “2d 417, 421 (1991) (citing § 28-2-102, MCA). We stated in Keesun : There must be mutual assent or a meeting of the minds on all essential terms to form a binding contract.”
Morrow v. Bank of Am., N.A., 2014 MT 117 (Mont. 2014).
Gamble v. Sears, 160 P.3d 537 (Mont. 2007).
Hubner v. Cutthroat Commc'ns, Inc., 2003 MT 333 (Mont. 2003).
Lenz v. FSC Sec., 2018 MT 67 (Mont. 2018). “The threshold validity and enforceability of an arbitration agreement is a question of law but the limited role of the court is to enforce and give effect to the lawful agreement of the parties.”
— Mont. Code Ann. § 28-2-102(3) — 2 cases
Lenz v. FSC Sec., 2018 MT 67 (Mont. 2018). “The threshold validity and enforceability of an arbitration agreement is a question of law but the limited role of the court is to enforce and give effect to the lawful agreement of the parties.”
Schmidt v. Cook, 2005 MT 53 (Mont. 2005).
— Mont. Code Ann. § 28-2-102(4) — 10 cases
Junkermier, Clark, Campanella, Stevens, P.C. v. Alborn, Uithoven, Riekenberg, P.C., 2016 MT 218 (Mont. 2016).
Hartfield v. City of Billings, 805 P.2d 1293 (Mont. 1990).
Norwood v. Serv. Distrib., Inc., 2000 MT 4 (Mont. 2000). “¶32 With the intent of clarifying this matter, we first note that “failure of consideration,” as either a claim or affirmative defense, does not relate to the absence of consideration, or whether there is “good” consideration necessary for the formation of a valid, enforceable…”
Carroccia v. Todd, 615 P.2d 225 (Mont. 1980).
Montana Pub. Emp.'s Ass'n v. Off. of the Governor, 898 P.2d 675 (Mont. 1995).
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