Also known as: assensus mentium · meeting of the minds · mutual assent · consensus ad idem
Written by attorneys · grounded in primary & secondary sources — see below
A manifestation of mutual assent by both parties to the same terms of a bargain. The parties must objectively agree on the essential elements of the exchange for a contract to form.
Lea signed a letter granting StreamFlix worldwide digital rights to her film. Lea understood the phrase to cover only internet streaming. StreamFlix understood it to include downloads and virtual-reality exhibition. Neither party knew of the other's different meaning. A court finds no contract formed because the parties attached materially different meanings to a central term.
Ross offered to handle Sigma Law's litigation for a flat fee if the firm sent the files. Sigma Law's counsel nodded, shook hands, and immediately couriered boxes of documents. Ross began research and appeared at a hearing. The conduct supplies the required manifestation of mutual assent to the proposed exchange.
Select any source to read its text and confirm it supports the definition.
Ava offered to sell her warehouse to Anthony for a stated price if he began repairs within ten days. Anthony started the repairs without replying in words. The commencement of performance constitutes the required manifestation of mutual assent to the exchange.
Aurora Biotech proposed to supply Arcadia Retail with a monthly quantity of reagents at a fixed price. Arcadia Retail responded by placing an initial order and accepting delivery. The sequence of proposal and responsive performance creates the ordinary manifestation of mutual assent.
Alliance Holdings and Aether Technologies exchanged emails and drafts about a licensing deal. No single document was labeled offer or acceptance. Over several weeks the parties began performing according to the exchanged terms. Mutual assent is present even though the precise moment of formation cannot be identified.
Adrian offered to purchase Audrey's patent rights for a stated sum, leaving the offer open for thirty days. Audrey accepted on day twenty-five. The acceptance completes the manifestation of mutual assent because the offer conferred a continuing power to accept.
No contract forms when the parties attach materially different meanings to a material term and neither knows or has reason to know of the other's meaning. The objective manifestations therefore fail to show mutual assent to a single bargain.
Supporting sources
A signature supplies strong evidence of assent but does not create a contract if the parties attached materially different meanings to a central term and neither knew of the other's understanding. The requirement of mutual assent to the same bargain remains unsatisfied.
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Yes. When one party makes an offer that invites performance and the other party begins or renders the invited performance, that conduct supplies the required manifestation of mutual assent even without words of acceptance.
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No. Mutual assent may exist even when neither offer nor acceptance can be pinpointed and the exact moment of formation cannot be determined, provided the parties' manifestations show agreement to the exchange.
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…will dictate its law to an undetermined multiple rather than to an individual. They are said to resemble a law rather than a meeting of the minds. Siegelman v. Cunard White Star , 221 F. 2d 189, 206 (2 Cir. 1955). Vold, in the recent revision of his Law of Sales (2d ed. 1959), at page 447, wrote of this type of contract and…