Also known as: assent of the minds · mutual assent
Written by attorneys · grounded in primary & secondary sources — see below
A manifestation of mutual assent on the part of two or more persons. An agreement arises when the parties' outward expressions show they attach the same meaning to their words and conduct regarding an exchange of promises or performances.
Anika Anand offered to sell her warehouse to Adam Anderson for a fixed price if he accepted by email. Adam replied accepting the price but specifying a different closing date that Anika had not proposed. Because each attached a materially different meaning to the closing term and neither knew of the other's understanding, their manifestations did not produce assent of minds and no contract formed.
Aisha Ahmed discussed terms for website redesign with Arcadia Retail at a meeting. They reviewed a draft, made changes to scope and price, shook hands on the revised plan, and Arcadia immediately sent files for Aisha to begin work. Their words and conduct manifested mutual assent to an exchange of services for payment, forming both an agreement and a bargain.
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Andrew Avery told Abigail Alvarez he would paint her storefront for a stated sum if she supplied the materials. Abigail delivered the paint the next day and Andrew began priming the walls. Each party's promise and performance constituted the required manifestation of mutual assent to the exchange.
Aaron Adams emailed Apex Dynamics a proposal to supply custom parts at a set price and delivery schedule. Apex replied accepting the proposal without change. The sequence of offer and acceptance produced the ordinary manifestation of mutual assent required for contract formation.
Argonaut Shipping and Astra Aerospace exchanged emails about cargo rates but never labeled one message an offer or the other an acceptance. Argonaut then loaded the containers and Astra paid the first invoice without objection. Their reciprocal performances manifested mutual assent even though no discrete offer or acceptance could be identified.
Anika Anand mailed Adam Anderson a signed offer to lease office space for one year at a fixed rent. Adam received the letter and immediately mailed his signed acceptance. The offer gave Adam a continuing power to complete the manifestation of mutual assent, which his acceptance exercised.
Assent of minds is determined by objective manifestations of agreement, not by unexpressed subjective reservations. A party's internal belief that no contract exists does not prevent formation when words and conduct reasonably show mutual assent to the exchange.
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Yes. Mutual assent to the essential exchange can arise even if price remains open, provided the parties have manifested agreement on the subject matter and the basic nature of the performance each will render.
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No contract forms on that term. When both parties know or have reason to know that they attach materially different meanings to their manifestations, there is no manifestation of mutual assent and therefore no assent of minds.
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