Also known as: mutual assents · meeting of the minds
Written by attorneys · grounded in primary & secondary sources — see below
A manifestation by two or more parties of agreement to the same bargain. The manifestation occurs when each party makes a promise or begins or renders a performance, and it may take the form of an offer followed by acceptance or arise without identifiable offer and acceptance.
Melanie Morris offered to sell Mason McCarthy her warehouse on Green Street. Mason understood the offer to cover only the building while Melanie believed it included adjacent loading docks. Neither knew of the other's different understanding when they exchanged emails confirming the deal. A court finds no mutual assent because the parties attached materially different meanings to the same words.
Ming Ma and Madison Meyers stood together at a trade show and reviewed a written proposal for joint distribution of specialty foods. Both nodded and initialed the document at the same moment. Their conduct manifested mutual assent to exchange promises even though no formal offer and acceptance sequence occurred.
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Mohan Malhotra told Marcus Mitchell he would pay for custom software if Mitchell started coding immediately. Mitchell began writing the first module that afternoon. Mitchell's commencement of performance supplied the required manifestation of mutual assent to the exchange.
Marathon Logistics emailed Magnolia Foods a proposal to haul produce at a set rate per mile. Magnolia Foods replied by email accepting the rate and attaching its routing instructions. The exchange of proposal and acceptance produced the ordinary manifestation of mutual assent to the transportation contract.
Matrix Technologies and Morgan Financial met with their lawyers and simultaneously signed a multi-page term sheet for a joint venture. No single document labeled offer or acceptance existed and the exact moment of formation could not be pinpointed. Their concurrent signatures still manifested mutual assent to the venture.
Melanie Morris mailed Mason McCarthy a signed offer to lease warehouse space for one year. Mason received the letter and began preparing his acceptance letter the next day. The offer gave Mason a continuing power to complete mutual assent by mailing his acceptance before any termination event occurred.
No. Courts apply an objective standard that looks to the outward manifestations of the parties rather than their hidden intentions. Conduct or words that a reasonable person would understand as assent satisfy the requirement even if one party secretly held a different view.
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Yes. Parties may manifest mutual assent through simultaneous conduct or other actions that show agreement to the same exchange even when no discrete offer or acceptance can be isolated and the precise moment of formation cannot be determined.
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No mutual assent exists if neither party knows or has reason to know of the other's different meaning or if each knows or has reason to know of the difference. The contract fails to form on that term.
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Yes. An offer confers on the offeree a continuing power to accept and thereby complete the manifestation of mutual assent, provided the power has not been terminated by revocation, rejection, lapse, or other listed events.
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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…