Agreement to Agree Law and Legal Definition

An agreement to agree is an unenforceable agreement which implies to bind two parties in order to negotiate and enter into a contract, which is a proposed agreement negotiated with the intent that the final agreement will be embodied in a formal written document and that neither party will be bound until the final agreement is executed. An agreement to agree can also be a fully enforceable agreement containing sufficiently definite terms and adequate consideration, however leaving certain details to be worked out by the parties. Even though the parties expect to reach on an agreement regarding the missing terms, what they expect to happen on their failure to reach an agreement is often unclear. If they understand that there will be a contract with the missing term supplied as a matter of law, a question arises whether the agreement is one with open terms sufficiently definite to be enforceable or whether it is a mere unenforceable “agreement to agree.”