One sentence, three conditions
Article 364 of the Civil Code fits the answer into a single sentence: a contract is treated as made when the parties have reached agreement on all essential terms in the required form.
That sentence contains three independent requirements, and each fails separately:
- there must be agreement;
- it must cover every essential term;
- it must be in the required form.
The third is a subject of its own — see the article on form. This one is about the first two.
What makes a term essential
Article 364, part two (in the edition of Law OʻRQ-683 of 21 April 2021) names three categories:
- terms about the subject matter of the contract;
- terms that legislation treats as essential or necessary for contracts of that type;
- every term on which agreement must be reached because one party said so.
Do not overlook the third. If you said during negotiations that you will not sign without a warranty period, the warranty period becomes an essential term of that contract — whether or not any statute says so. Leave it unagreed and there is no contract.
A missing essential term means the contract was never made
The distinction is subtle and it matters. The contract is not invalid — it is not concluded. There is nothing to terminate and nothing to challenge; legally, nothing happened.
This is stricter than some other systems. The American rules for sales of goods (UCC § 2-204(3)) try to save a contract even with terms left open. The Uzbek Code has no such saving provision.
How a contract is made: offer and acceptance
The last part of art. 364 sets the mechanism: one party sends an offer, the other accepts it.
The offer (art. 367)
Not every proposal is an offer. To be one it must:
- be addressed to one or more specific persons;
- be sufficiently definite;
- express the proposer's intention to be treated as having contracted with whoever accepts.
And the offer must express the contract's essential terms — which is where articles 364 and 367 meet.
Advertising addressed to an indeterminate group is not an offer but an invitation to make offers (art. 369). But a proposal containing all the main terms and showing willingness to contract with anyone who responds is a public offer, and it binds.
An offer cannot be withdrawn (art. 368)
This differs from many systems: during the period fixed for acceptance the offer cannot be withdrawn — unless the offer itself says otherwise or the circumstances imply it.
So a definite proposal with a deadline binds you. If you do not want to be bound, say so in the offer.
Acceptance (art. 370)
An acceptance must be complete and unconditional. Three practical rules:
- Silence is not acceptance — unless law, trade usage or the parties' previous dealings say otherwise;
- Conduct is. If the person who received the offer starts performing its terms within the acceptance period — shipping goods, providing services, paying the sum — that counts as acceptance (2021 edition);
- A reply on different terms is not acceptance. Article 375: such a reply is a rejection and at the same time a new offer.
The last rule causes the most trouble in practice. You send a draft, the other side edits one clause and sends it back — that is a rejection of your offer and a new one in its place. Nobody is now bound until somebody accepts without changes.
When the contract is made
Article 365: at the moment the offeror receives the acceptance. Not when it is sent — when it arrives.
The timing rules are in articles 372–374:
- a period stated in the offer — the acceptance must be received within it (art. 372);
- no period stated — within the period set by legislation, and failing that within "the time normally necessary for this" (art. 373, 2021 edition);
- an oral offer with no period — acceptance must be immediate (art. 373);
- a late acceptance: if it was sent in time but arrived late, it does not count as late unless the offeror immediately says so (art. 374).
If the place of making is not stated, it is the seat of the legal entity that sent the offer (art. 376).
When it takes effect
Article 357: from the moment it is made. One exception was introduced by Law OʻRQ-1107 of 25 December 2025: contracts with suppliers of goods, works or services funded from the State Budget, the budgets of state special-purpose funds and the off-budget funds of budget organisations — and amendments to them — take effect after registration with the treasury authorities.
And one clause that is often forgotten: expiry of the contract's term does not release a party from liability for having breached it.
Freedom of contract, and its limit
Article 354 declares the freedom: individuals and legal entities are free to contract, compulsion is not allowed, and the parties may make a contract that legislation does not provide for (2021 edition).
But the same article carves out the exception: a duty to contract may be imposed by the Code, by another law, or by an obligation assumed. In those cases article 377 takes over:
- the party under the duty has thirty days from receiving the offer to send an acceptance, a refusal, or a protocol of disagreements;
- the party receiving a protocol of disagreements has thirty days to deal with it;
- if it is rejected, or no answer comes, the dispute goes to court, and the court itself fixes the disputed terms (art. 378);
- if the party under the duty refuses outright, the other may sue to compel it to contract;
- a party unjustifiably evading pays the resulting loss.
What to do about it
- Write out the list of essential terms and check every one of them is in the document. A term left for later is the commonest reason there turns out to be no contract.
- Put a deadline in your offer. An offer without one still binds you; how long for will be decided by a court interpreting "the time normally necessary".
- Do not treat an edited draft as agreed. Every edit is a new offer. The contract is made when somebody accepts without changes.
- Think before you start performing. Shipping or paying counts as acceptance — so "let's try it and see" can bind you to the whole contract.