a contract that cannot be classified under a particular name or type.
Innominate Contract Details
The term 'innominate' means 'without a name' or, slightly better, 'not named'. Both definitions are somewhat misleading because the 'innominate', as applied to contracts, really means 'not classified'. The term originates in Roman law and is still in use.
Roman law classified contracts according to type but came to recognize that the classification they were using didn't cover some common contract types. This did not mean that the law did not cover these contracts. They were subject to the law just as the recognized contract classifications were. There were (and are) four types of innominate contracts:
- Do ut classes des. (I give, and you give.) This covers a situation in which Party A gives something to Party B, and then Party B gives something in return to A.
- Do ut facias. (I give, and you do.) In this case, A gives something to B, who, in return, does something for A.
- Facio ut des. ( I do, and you give.) Here, A does something for B, then B gives something to A.
- Facio ut Facias. (I do, and you do. A does something for B, and then B does something for A.
We can see that these four classifications cover many different types of transactions. They often represent more or less formal agreements between two parties. In these cases, the agreement, or Contract, is between the two parties. The law makes no stipulations as to the form that the Contract should take.
Innominate Contract Example
Diana's company is opening a branch office in Paris and has asked her if she would like to manage the new venture. Diana sees this as a wonderful opportunity but knows that she will need to improve her French language skills. A friend recommends Rachel, a native French speaker who lives in New York. Diana and Rachel meet and decide on a price for a series of twenty classes.
If we consider Diana as Party A and Rachel as Party B, this informal agreement forms a Do ut facias innominate contract. Diana is going to give Rachel money, and Rachel is going to teach French classes. The two women have no written contract. Nevertheless, their agreement is a contract.
Unfortunately, the two women do not get on. Diana feels that she is learning nothing, and Rachel thinks that Diana does not do enough homework. After just three classes, they part company. Diana pays for the three classes but refuses to pay for the full course. It is unlikely that such a trivial case would end up in the courts. However, if it did, the court would probably rule that there was a valid contract between the two women but that Diana was right to pay only for the service she received.
Innominate Contracts vs. Nominate Contracts
Innominate contracts have the backing of contract law, but the law does not define what such a contract should include. Although US jurisdiction does not uphold abusive contracts.
Nominate contracts have a specific designation and often a prescribed form. Examples might be a contract of sale, a lease, or a loan. The parties to a nominate contract usually engage in a clearly defined agreement where each party has clear contractual responsibilities.