Also known as: mutual manifestation of assent · mutual assent · meeting of the minds
Written by attorneys · grounded in primary & secondary sources — see below
A manifestation by two or more persons of agreement on the terms of an exchange. The manifestation occurs through words, conduct, or both and forms the basis for contract formation.
Meredith Maxwell offered to sell her spring production run of custom fasteners to Matrix Technologies for a fixed price. Matrix accepted by return email. Maxwell later refused delivery, claiming the description was too vague because her factory produced multiple distinct lines. No contract formed because the parties attached materially different meanings to the subject matter of the exchange.
Maurice Marshall telephoned Midwest Airlines and offered to handle litigation for a flat fee if files were sent. The airline's counsel nodded, shook hands, and immediately couriered boxes of documents. Marshall began research and appeared at a hearing. The conduct supplied the required manifestation of mutual assent to the exchange of promises.
Select any source to read its text and confirm it supports the definition.
Mina Mehta signed a written contract with Momentum Capital for delivery of wheat at a set price. Before planting, the parties shook hands after discussing cancellation at a farm show. Mehta later claimed the handshake discharged the deal. The conduct did not manifest mutual assent to rescind because one party conditioned any change on future market prices.
Mohan Malhotra's Frontier Networks exchanged emails and spreadsheets with Gate Dev over weeks concerning bulk tablet purchases. The companies began a pilot shipment and integrated ordering systems. No single communication identified the exact moment of commitment. The ongoing course of conduct manifested mutual assent even though the moment of formation could not be determined.
Musa Mensah's White Move and Horizon Transport exchanged flow charts and cost models using the term just-in-time delivery. Horizon repeatedly described dedicated capacity as requiring reserved trucks. White Move listened without correcting the understanding. The parties' joint planning and repeated references manifested mutual assent to the stricter meaning even without pinpointing offer and acceptance.
Michael Miller offered Morgan Financial a syndication deal that both believed would be non-exclusive. An exclusivity clause remained in the final document through inadvertence. Miller later licensed the programs elsewhere. The offer gave Morgan a continuing power to complete mutual assent by accepting the offer.
Yes. The signed memo itself manifests mutual assent when the parties exchange copies and begin performance on the essential terms. The objective acts of signing and exchanging the document after negotiations establish the required agreement to exchange promises.
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Yes. A contract for sale may exist even though the moment of its making is undetermined. Ongoing emails, spreadsheets, a pilot shipment, and integrated systems that show consistent conduct as though bound supply the necessary manifestation of mutual assent.
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Yes. Mutual assent requires that each party either make a promise or begin or render a performance. Prompt transmission of confidential files and allowance of preliminary work after an in-person meeting constitute the required manifestation even without a formal writing.
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No. There is no manifestation of mutual assent if the parties attach materially different meanings and each knows or has reason to know the meaning attached by the other. Internal emails confirming that knowledge prevent contract formation on that term.
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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…