Elements of Contract

First year law students are usually taught there are three elements required for a valid contract:

Offer
Acceptance
Consideration.

Now the "Acceptance" implies an acknowledgement that the parties are entering into binding legal relations. That said, it is common to see "intention to enter legally binding relations" as being considered an element of a valid contract.

Hence today's decision in Salman v. 1152030 Ontario Inc., 2010 ONCA 401speaks of pre contractual discussions as being admissible into evidence to determine the parties' intentions:

[5]              The evidence of the parties' discussions concerning the import of the offer to lease was admissible with respect to the issue whether the parties intended to enter into a binding agreement upon signing the offer or whether the offer was considered part of the negotiations for the formal binding lease to be signed in the future. Without endorsing the trial judge's comments regarding the basis for the admission of the parol evidence, we conclude that he was entitled to rely upon this evidence in reaching his findings of fact about the factual matrix underlying the negotiation of the offer to lease: see Dunn v. Chubb Insurance Co. of Canada (2009), 97 O.R. (3d) 701 (C.A.), at paras. 33, 34 (footnote 4).