The 1994 film ‘The Santa Clause’ is a Christmas classic. Tim Allen plays Scott Calvin, a businessman, who startles Santa causing him to fall off his roof on Christmas Eve. Scott then puts on Santa’s suit and finishes delivering the presents.

When Scott arrives at the North Pole, Bernard (Santa’s head elf) greets him and explains the Santa clause. By putting on the Santa suit containing a card with a ‘Santa clause’ in fine print, Scott accepted the terms of the contract to become the new Santa. While the elements of a legal contract are present, this article discusses whether the contract would be considered legally binding under Australian law.

The Terms of the ‘Santa Clause’

The card Scott found in Santa’s suit states that:

‘In putting on the suit and entering the sleigh, the wearer waives any and all rights to any previous identity, real or implied, and fully accepts the duties and responsibilities of Santa Claus in perpetuity until such time that wearer becomes unable to do so by either accident or design.’

The clause was in red fine print around the edge of the card. Bernard also states that Scott has 11 months to get his affairs in order and is due back at the North Pole by Thanksgiving. So under Australian law, would Scott be able to challenge that the contract is not legally binding?

The Elements of a Binding Contract

In Australia, there are five main elements to a contract that help determine whether it is legally binding, namely:

  • offer and acceptance;
  • intention to create a legal relationship;
  • consideration;
  • capacity; and
  • validity and enforceability.

Offer and Acceptance

One party must make an offer setting out the terms for the other party to accept. The other party must expressly accept the offer (for example, making a statement or committing an act consistent with the offer).

In the movie, the offer is for someone to become Santa Claus by putting on the suit and entering the sleigh. When Santa falls off the roof, Scott retrieves the card with the ‘Santa clause’:

‘If something should happen to me, put on my suit. The reindeer will know what to do.’

While Scott and his son Charlie are looking at the reindeer on the roof, Santa vanishes. Charlie then climbs into the sleigh and the reindeer take off. They land on a neighbour’s roof, and Charlie asks Scott to put on the suit and deliver the family’s toys. Not wanting to upset Charlie, Scott puts on the suit.

By putting on the suit and getting into the sleigh, Scott arguably accepts the contract’s terms. However, he did not see the fine print and was not reasonably made aware that putting on the suit and entering the sleigh would mean he was accepting the offer to become Santa permanently.

Intention to Create a Legal Relationship

Parties must intend to enter into a legally binding relationship with one another. A contract should be in writing. However, verbal agreements can be legally binding.

It appears Santa and the elves intended for the terms to be legally binding. A court would likely consider the relationship between Santa and Scott a commercial arrangement since they are not friends or relatives. Again, this would be difficult to prove because Scott was not aware of the terms of the ‘Santa clause’.


A party must provide consideration to the other party in exchange for their promise to create a legally binding contract. Essentially, parties must exchange something of value (usually money is consideration). The court is not usually concerned with commercial considerations (i.e. whether or not the value of the consideration is suitable for the exchange), but rather that there has been consideration.

For example, an individual could pay $1 to another party to buy a car, and this would still be consideration as they are exchanging something of value. The terms of the ‘Santa clause’ do not suggest that there is consideration between the parties. Santa and the elves requires Scott to make a promise to undertake the duties and responsibilities of Santa Claus. But, they do not provide him with anything in return within the terms of the agreement.


The requirement of capacity refers to the fact that the parties to the contract must be capable of entering into a legally binding relationship. For example, people who have a mental impairment, or are minors, may not have the capacity to enter into a legally binding contract. Capacity refers to the requirement that the parties must have a general understanding of the nature of the contract.

It appears that both Santa and Scott are not minors and do not appear to be suffering from a mental impairment. At least from a cursory understanding, we can consider Santa and Scott to have the capacity to enter into a legally binding contract.

Validity and Enforceability

The final key element to determining whether a contract is legally binding is validity and enforceability. Validity and enforceability refer to when an agreement may have formed a contract, but it is not actually valid or enforceable because of certain circumstances. These can include:

  • Fraud – where one party has made false statements to the other and attempted to deceive the other into entering into the contract.
  • Duress – where one party has threatened the other party with violence or threats to their financial wellbeing to get them to enter into the contract.
  • Undue influence – one party takes advantage of the other through an improper use of the other party’s weakness.
  • Uncertainty – this refers to construction of the contract. A contract needs to include enough terms to provide certainty as to the rights and obligations of the parties. It also needs to contain clear time frames for doing certain actions.
  • An absence of formalities – this is more to do with the enforceability of the contract. For example, in some legislation, certain contracts are required to be in writing. If there is only a verbal agreement in place, the contract will not be enforceable.

The key issues for validity and enforceability concerning the ‘Santa clause’ would likely be the misrepresentation, uncertainty and enforceability of the clause. Santa arguably misrepresented the terms of the contract by having the ‘Santa clause’ in barely readable fine print around the edges of the card.

The actual clause also contains uncertainties and would be unlikely enforceable for many reasons:

  • it does not include time frames;
  • it does not define what is meant by ‘accident’ or ‘design’;
  • it does not set out when and how the wearer is required to waive their rights to their previous identity (e.g. forfeiting identification documents); and
  • it requires the wearer to accept the duties of Santa Claus in perpetuity (meaning that there is no end date or ability to terminate the contract).

Would the ‘Santa Clause’ Be Legally Binding?

The range of issues highlighted in this article suggests that the ‘Santa Clause’ contract would unlikely be binding under Australian law and Scott could return home on Christmas day. Please note that we are unable to comment on how the court would consider the contract under the laws of the North Pole.

COVID-19 Business Survey
LegalVision is conducting a survey on the impact of COVID-19 for businesses across Australia. The survey takes 2 minutes to complete and all responses are anonymous. We would appreciate your input. Take the survey now.

About LegalVision: LegalVision is a tech-driven, full-service commercial law firm that uses technology to deliver a faster, better quality and more cost-effective client experience.

The majority of our clients are LVConnect members. By becoming a member, you can stay ahead of legal issues while staying on top of costs. For just $199 per month, membership unlocks unlimited lawyer consultations, faster turnaround times, free legal templates and members-only discounts.

Learn more about LVConnect

Bianca Reynolds
Need Legal Help? Get a Free Fixed-Fee Quote

If you would like to receive a free fixed-fee quote or get in touch with our team, fill out the form below.

  • By submitting this form, you agree to receive emails from LegalVision and can unsubscribe at any time. See our full Privacy Policy.
  • This field is for validation purposes and should be left unchanged.
Our Awards
  • 2019 Top 25 Startups - LinkedIn 2019 Top 25 Startups - LinkedIn
  • 2019 NewLaw Firm of the Year - Australian Law Awards 2019 NewLaw Firm of the Year - Australian Law Awards
  • 2020 Fastest Growing Law Firm - Financial Times APAC 500 2020 Fastest Growing Law Firm - Financial Times APAC 500
  • 2020 AFR Fast 100 List - Australian Financial Review 2020 AFR Fast 100 List - Australian Financial Review
  • 2020 Law Firm of the Year Finalist - Australasian Law Awards 2020 Law Firm of the Year Finalist - Australasian Law Awards
  • Most Innovative Law Firm - 2019 Australasian Lawyer 2019 Most Innovative Firm - Australasian Lawyer
Privacy Policy Snapshot

We collect and store information about you. Let us explain why we do this.

What information do you collect?

We collect a range of data about you, including your contact details, legal issues and data on how you use our website.

How do you collect information?

We collect information over the phone, by email and through our website.

What do you do with this information?

We store and use your information to deliver you better legal services. This mostly involves communicating with you, marketing to you and occasionally sharing your information with our partners.

How do I contact you?

You can always see what data you’ve stored with us.

Questions, comments or complaints? Reach out on 1300 544 755 or email us at

View Privacy Policy