# Unanimous Decision > Unanimous Decision means an outcome declared in the same manner by all involved parties **Term:** Unanimous Decision **Last updated:** 2026-07-29 ## Definition ## What Unanimous Decision Means in a Contract A unanimous decision refers to an outcome that every party entitled to a vote or approval right agrees to, with no dissenting voice recorded. In contractual language, this typically means that all shareholders, partners, directors, or contracting parties must express the same position before an action becomes valid. This is distinct from a majority decision, where a defined proportion of votes suffices, or a supermajority decision, which requires a heightened but not total threshold. Contracts use unanimous decision requirements to protect minority parties from being overridden on matters they consider fundamental. For example, in a joint venture agreement, a clause might state that unanimous decision is required to approve a change in the scope of the venture's business, ensuring every partner retains a meaningful say over the direction of the enterprise. This concept appears across many types of agreements, from shareholder agreements and partnership deeds to trust instruments and multi-party service contracts, wherever the drafters wish to elevate certain decisions above ordinary majority rule. ## How Unanimous Decision Is Defined or Measured The mechanics of a unanimous decision depend heavily on how the contract defines who counts as a participating party. Some clauses require unanimity among all parties to the agreement, while others require unanimity only among those present and voting at a properly convened meeting. This distinction matters because absent parties, abstentions, or parties who have assigned their rights can change what unanimity actually means in practice. Drafters typically specify whether unanimity is measured by headcount, by voting shares, or by another metric such as capital contribution. A clause might state that a resolution is unanimous only if every party entitled to vote, regardless of attendance, formally consents in writing or at a meeting. Other agreements soften this by allowing unanimity among those present, provided a quorum threshold is met. - Unanimity of all named parties, whether or not present - Unanimity of parties present and voting at a meeting - Unanimity measured by proportional interest rather than headcount - Written unanimous consent in lieu of a meeting Because these variations produce materially different outcomes, careful contract review, sometimes assisted by tools discussed in