Also known as: lacking consideration · no consideration · absence of consideration
Written by attorneys · grounded in primary & secondary sources — see below
The absence of a bargained-for exchange that prevents a promise from becoming enforceable as a contract. A promise fails this requirement when the promisor receives no legal detriment or the promisee gives nothing in return that the promisor seeks. Courts treat this defect as an invalidating cause that defeats formation or enforcement.
Select any source to read its text and confirm it supports the definition.
Luna Lang signed a detailed supply agreement with Lexicon Media that recited a fixed price for software licenses. After performance disputes arose, Lexicon Media claimed the writing was unenforceable because Luna Lang had given no separate promise or act in exchange for the recited price. The court examined whether lack of consideration invalidated the agreement despite its integrated form.
Lakeshore Industries, a merchant seller of industrial parts, signed a written quote to Lunar Dynamics promising to hold listed prices open for sixty days. When market prices rose, Lakeshore Industries attempted to revoke before acceptance. Lunar Dynamics accepted within the period, and the court enforced the deal even though no separate payment supported the assurance.
Lumen Capital and Lucia Lopez had a written five-year equipment lease. Midway through, they orally agreed to extend the term by two years at the same monthly rate after an unexpected regulatory change increased costs. Lumen Capital later refused the extension, but the court held the modification enforceable despite the absence of fresh consideration.
An uncle promised his nephew five thousand dollars if the nephew refrained from drinking, smoking, and gambling until age twenty-one. The nephew fully performed the requested restraint. When the uncle's estate refused payment, the court held that the nephew's forbearance supplied the required exchange.
Wisconsin Knife Works and National Metal Crafters had an ongoing supply contract that required written change orders. The parties later exchanged emails altering delivery schedules and quantities without any new payment or concession. National Metal Crafters later claimed the changes lacked consideration, but the court enforced them under the governing statute.
A general contractor relied on a paving company's written bid when preparing its own prime contract submission. The paving company attempted to withdraw the bid before the general contractor accepted, citing lack of consideration for keeping the bid open. The court held the bid irrevocable because the general contractor's foreseeable reliance supplied the binding force.
No. A merchant's signed written offer that gives assurance it will be held open is irrevocable for the stated time or a reasonable time up to three months even though no separate consideration supports the assurance. The statute expressly removes the common-law requirement of consideration for such firm offers.
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Yes. Under UCC Article 2 an agreement modifying a contract for the sale of goods needs no consideration to be binding. The modification is enforceable once the parties reach agreement, subject only to any statute-of-frauds or no-oral-modification clause requirements.
…that nothing had been put into Whipple's hands for the purpose of meeting the plaintiff's claim on Rollins, and that there was no consideration to support an express promise, much less an implied one, that Whipple should pay Mellen the amount of the note. That is the extent of the decision, and its facts have no close analogy to…
…controversy in many cases whether that which the promisee did or omitted to do was, in fact, of such benefit to him as to leave no consideration to support the enforcement of the promisor’s agreement. Such a rule could not be tolerated, and is without foundation in the law. The Exchequer Chamber, in 1875, defined
…position affords a compelling basis also for implying a subsidiary promise not to revoke an offer for a bilateral contract. The absence of consideration
…AND REMANDED. APPENDIX UCC Sec. 2-209 (1) An agreement modifying a contract within this Article needs no consideration
…likeness were taken on the sly, the person who took it might exhibit copies?” Counsel replied: “In that case there would be no consideration
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It is listed among the grounds, such as fraud or duress, that may be proved by extrinsic evidence even when a writing appears integrated. A party may therefore introduce evidence that no bargained-for exchange ever occurred, rendering the promise unenforceable despite the document's form.
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Yes. Refraining from conduct one has a legal right to pursue, such as drinking or gambling, can constitute consideration when the promisor seeks that forbearance in exchange for the promise. Courts have long recognized such detriment as satisfying the requirement.
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The bid becomes irrevocable. Reasonable reliance by the general contractor in preparing its own bid creates an implied subsidiary promise not to revoke, preventing the subcontractor from withdrawing even though no separate payment supported the bid.
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