A Rose by Any Other Name - Is Your Contract Really a Contract? - Legal Analysis of Agreements to Agree

Sep 16, 2026

Upload by Jasmine

A Rose by Any Other Name examines whether a document labeled as “paperwriting” or a “letter of intent” creates a binding real estate contract or only a non-binding agreement to agree. Drawing on North Carolina precedent, the paper explains how courts analyze material terms, mutual assent, and definiteness. It highlights cases such as Edmondson and Smith v. Fort and Boyce v. McMahan, then extends the reasoning to letters of intent, where enforcement through specific performance is unlikely when essential terms remain unsettled.

LanguageEnglish

CategoryLetters

FormatPDF

Pages20

Reading Time7 min

AccessFree to download

I. Agreements to Agree

Case foundations (North Carolina)

Boyce v. McMahan and the “agreement to agree” standard

IⅡ. Letter of Intent

A. North Carolina Law

Housing, Inc. v. Weaver

AROSE BY ANY OTHER NAME:IS YOUR CONTRACT REALLYA CONTRACT? Margaret Shea BurnhamNexsen Pruet Adams Kleemeier,PLLC North Carolina Land Title AssociationSeptember 2005 One of the often litigated issues in real estate contracts is whether a so-called "paperwriting"amounts only to a non-binding "agreement to agree."The most troublesome agreementsto agree are letters of intent which sound like they are non-binding,but may surprisingly beenforced in an action for specific performance.This paper looks at some of the factors toconsider when interpreting whether a particular paper writing is(or isn't)a binding agreement. # I.Agreements to Agree One of the earliest North Carolina cases on agreements to agree goes back to 1876.InEdmondson and Smith v.Fort.75 N.C.404(1876),the issue was whether "the parties came to apositive and definite agreement,and 'the bargain was struck,'which we are told by Blackstonewas in old time signified by shaking hands ...."The defendant failed to show up at thedesignated time to conclude the contract.The court noted that that failure "only exposed [thedefendant]to the charge of not being a man of his word and a want of punctuality,"but not abreach of contract.Id. The most cited case is Boyce v.McMahan,285 N.C.730,734,208 S.E.2d 692,695(1974).In Boyce,the plaintiff owned 170 acres in Sedgefield and signed a "paper writing"witha developer,the defendant,identifying key components of an agreement to develop a residentialsubdivision.Defendant recorded the "writing"and plaintiff sued to have the writing removedfrom the land records as a cloud on title.The trial court held that the writing was binding andordered the plaintiff to convey the land to defendant.The Supreme Court reversed. The "writing"in question was quoted in full in the opinion and contained all of four(4)"recital"clauses and two (2)substantive paragraphs,one of which had four(4)subparagraphs.The recital clauses repeatedly referred to the "desires"of the parties.Twice the agreement madereference to a "more detailed agreement"to follow at a later date.One fact found by the trial court was that the paper writing was "prepared by counsel for the defendant."Historically,thisgave the other party an advantage.See §IV.B.2 infra. The Supreme Court summarized the black letter law as follows: Generally when parties not under disability contract atarms'length on a lawful subject,the courts will give redress to theinjured party for a wrongful breach.On certain subjects and undercertain conditions,contracts are required to be in writing.Othersare valid if in parol.However,in either event the contractingparties must have agreed on all material terms of the contract. To constitute a valid contract,the parties 'must assent to thesame thing in the same sense,and their minds must meet as to allthe terms.If any portion of the proposed terms is not settled,or nomode agreed on by which they may be settled,there is noagreement.! 1 The courts generally hold a contract,or offer to contract,leaving material portions open for future agreement is nugatoryand void for indefiniteness.'The reason for this rule is that therewould be no way by which the court could determine what sort ofa contract the negotiations would result in;no rule by which thecourt could ascertain what damages,if any,might follow a refusalto enter into such future contract on the arrival of the timespecified.Therefore,a contract to enter into a future contract mustspecify all its material and essential terms,and leave none to beagreed upon as a result of future negotiations.!' Id.(citations omitted).The court held: When measured by applicable rules,the deficiencies in thesubject document are manifest.It is incomplete and insufficient tosupport either a decree of specific performance or damages forbreach.The writing itself carries the terms which destroy itsefficacy as a contract.The plaintiff is entitled to have it removedfrom the record. The Supreme Court did not focus on the

FAQs

What is an “agreement to agree” in real estate contract disputes?

An “agreement to agree” is a purported contract where parties intend to negotiate future terms without settling the material elements. Courts generally treat such arrangements as void for indefiniteness because they lack a complete basis for performance or damages.

Why did the writing in Boyce v. McMahan fail as a binding contract?

The Supreme Court found the document incomplete and insufficient to support specific performance or damages. The writing’s terms undermined its efficacy as a contract, particularly where it indicated a need for a more detailed agreement later and left essential terms unsettled.

How do letters of intent affect enforceability under North Carolina law?

Letters of intent often function as “paper writings” that resemble an agreement to agree rather than a binding contract. Courts look for language and structure showing whether essential terms are actually agreed, versus only an expressed intention to reach a later, more definitive deal.

Sep 16, 2026

Upload by Jasmine