Also known as: manifestation of assent · manifests assent · manifesting assent · mutual assent · meeting of the minds
Written by attorneys — see sources below.
An outward expression by a party of agreement to the terms of a proposed bargain. The expression may consist of words, conduct, or both, and it is judged by an objective standard that focuses on what a reasonable person would understand from the party's actions rather than on any unexpressed subjective intent.
Maurice Marshall visited a car dealership to buy a used truck. The sales manager threatened to report Marshall for prior odometer issues unless he signed the contract at an inflated price immediately. Marshall signed under the threat but later sought to avoid the agreement. Because the threat left Marshall with no reasonable alternative, his signature did not create an enforceable obligation.
Megan Moore negotiated a supply contract with a vendor who had previously shorted her on deliveries. The vendor now threatened to withhold future shipments unless Moore accepted unfavorable payment terms. Moore signed the new agreement. The prior unfair dealing made the threat especially coercive, rendering her assent ineffective.
Michelle Murphy relied on her longtime financial advisor to manage her investments. The advisor urged her to sign a new management agreement that heavily favored the advisor's firm. Murphy signed without independent review. The relationship of dominance allowed the persuasion to vitiate her manifestation of assent.
Midwest Airlines offered a parts supplier a long-term contract and invited acceptance by letter. The supplier placed its signed acceptance in the mail on Tuesday. The letter arrived after the airline had changed its mind. The acceptance completed the manifestation of mutual assent when it left the supplier's possession.
A textile union and a mill negotiated a collective bargaining agreement covering wages and hours. Both sides signed the document after extended talks. The mill later refused to honor the wage terms. The signed agreement constituted a binding manifestation of assent that courts would enforce.
In 1953 the Textile Workers Union of America entered into a collective bargaining agreement with Lincoln Mills of Alabama. The agreement was to run for one year and from year to year thereafter unless terminated on specified notices. It contained a no-strike clause and established a multi-step grievance procedure whose final step, available to either party, was arbitration. Several grievances concerning work loads and work assignments arose under the agreement. The union processed the grievances through every step of the contractual procedure, after which the employer denied them. The union then requested arbitration, but the employer refused. The union filed suit in federal district court seeking an order compelling the employer to arbitrate the grievances. The district court held that it possessed jurisdiction and directed the employer to comply with the arbitration provisions of the agreement. On appeal the Court of Appeals reversed by a divided vote, concluding that the district court lacked authority under either federal or state law to grant the requested relief. The Supreme Court granted certiorari. After the Court of Appeals decision but before oral argument, Lincoln Mills terminated its operations, ceased all work at the mill in March 1957, and contracted to sell its mill properties. Some of the grievances sought back pay for increased workloads, and the collective bargaining agreement authorized the arbitration board to adjust compensation retroactively.
View caseConduct shows assent when a party begins or renders performance that the offer invited. The conduct must be intentional and give the other party reason to know that assent is intended. Sending files or beginning work after an offer that requested those acts supplies the required outward expression.
Supporting sources
An improper threat prevents enforceability when it induces the victim's assent and leaves the victim no reasonable alternative. The resulting contract is voidable by the victim. Physical compulsion or threats of criminal prosecution or tortious acts each independently satisfy the test.
Supporting sources
A price inquiry operates as a counter-offer that ends the power to accept the original terms. Once the inquiry is made, the original offer is no longer open even if the inquirer later states acceptance of the original price. The sequence of communications controls the outcome.
Supporting sources
…long-standing customs of the shipping industry are crucial factors to be considered when deciding whether there has been a meeting of the minds on a maritime contract”); Samsun Corp. v. Khozestan Mashine Kar Co. , 926 F. Supp. 436, 439 (SDNY 1996) (“[W]here as here the contract is one of charter party, established practices and…