Unilateral Contract Information
Unilateral contracts differ from bilateral contracts: in a bilateral contract, both parties exchange promises (such as a purchase agreement, where the buyer promises to buy and the seller promises to sell); in a unilateral contract, only one party makes a promise, and the other party accepts by performing the requested act. Real estate examples include: option contracts (the seller grants the buyer the right to purchase the property at a specified price within a specified period; the buyer is not obligated to purchase), open listing agreements (the seller promises to pay a commission to any broker who produces a ready, willing, and able buyer; the broker is not obligated to market the property), and reward-type agreements (a promise to pay for information leading to a sale).
Florida Legal Definition
Unilateral contracts in Florida are governed by general contract law. Under Florida law: a unilateral contract becomes binding when the offeree performs the requested act (acceptance is by performance, not by promise), the offer may be revoked at any time before the offeree's performance begins, and once the offeree begins performance, many courts hold that the offeror cannot revoke (the beginning of performance makes the offer irrevocable). For option contracts (the most common unilateral contract in real estate), the option must be: supported by consideration (the buyer pays for the option right), in writing (to comply with the statute of frauds for real property), and clearly specify the option terms (the purchase price, the option period, and the exercise procedure).
How It's Used in Practice
In practice, attorneys draft and enforce unilateral contracts in real estate transactions. For option contracts, the attorney: drafts the option agreement (specifying the option price, the exercise procedure, the purchase price, and the option period), ensures adequate consideration (the option price should be sufficient to constitute real consideration, not a nominal amount), protects the optionee's interest (by recording a memorandum of the option in the official records), and exercises the option within the specified deadline (strict compliance with the exercise procedure is required; failure to exercise within the period terminates the option). For open listing agreements, the attorney: drafts the agreement in writing (required by the statute of frauds), specifies the commission amount and the conditions for earning it, and addresses procuring cause disputes. The attorney advises that: option payments are typically non-refundable (they compensate the seller for taking the property off the market during the option period), and the option must be exercised exactly as specified in the agreement.
Key Takeaways
- Unilateral contract: one party promises; the other accepts by performing.
- Common in real estate: option contracts and open listing agreements.
- Option must be: supported by consideration, in writing, and specific.
- Option cannot be revoked once optionee begins performance.
- Option payments are typically non-refundable.
Disclaimer: The information and opinions provided are for general educational, informational or entertainment purposes only and should not be construed as legal advice or a substitute for consultation with a qualified attorney. Any information that you read does not create an attorney–client relationship with Barnes Walker, Goethe, Perron, Shea & Johnson, PLLC, or any of its attorneys. Because laws, regulations, and court interpretations may change over time, the definitions and explanations provided here may not reflect the most current legal standards. The application of law varies depending on your particular facts and jurisdiction. For advice regarding your specific situation, please contact one of our Florida attorneys for personalized guidance.
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