Also known as: mutual agreements · 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 takes the form of an offer followed by acceptance or other conduct showing each party has made a promise or begun performance.
Madison Meyers emails Monarch Pharmaceuticals proposing delivery of chemicals within ten days. Monarch replies confirming the order but understands ten days to mean business days only. When Madison insists on calendar days and Monarch refuses, no contract forms because the parties attached materially different meanings to the delivery term.
Maya Malik tells Mosaic Retail she will design a website for a flat fee of fifteen thousand dollars. Mosaic replies by sending the project files and a deposit. The exchange of the promise for the files and payment constitutes an agreement to exchange a promise for a performance.
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Meredith Maxwell emails Mercury Industries offering to supply custom parts if Mercury begins production. Mercury starts manufacturing the parts without replying in words. Mercury's commencement of performance manifests the required assent to the exchange.
Michelle Murphy proposes to sell equipment to Metro Bank for a stated price. Metro Bank replies accepting the proposal on the same terms. The sequence of proposal and acceptance supplies the ordinary manifestation of mutual assent.
Mustafa Mahmoud and Mason McCarthy exchange multiple emails discussing the sale of inventory. Neither message is labeled an offer or acceptance, yet the parties reach identical terms on price and quantity. Their ongoing correspondence manifests mutual assent even though the precise moment of formation cannot be identified.
Monarch Pharmaceuticals sends Madison Meyers a written offer to purchase a patent license. Madison begins the required due-diligence review while the offer remains open. The offer grants Madison a continuing power to complete mutual assent by accepting before the power terminates.
No manifestation of mutual assent exists if the parties attach materially different meanings to their manifestations and neither knows nor has reason to know the meaning attached by the other.
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Mutual assent may be manifested even though neither offer nor acceptance can be identified and even though the moment of formation cannot be determined.
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Manifestation of mutual assent requires that each party either make a promise or begin or render a performance.
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An offer gives the offeree a continuing power to complete the manifestation of mutual assent by acceptance of the offer.
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