Also known as: mutual assent · mutuality of assents · meeting of the minds
Written by attorneys · grounded in primary & secondary sources — see below
A requirement for contract formation under which each party must manifest agreement to the same terms of an exchange through words or conduct.
Maya Malik offered to sell a shipment of wheat to Midwest Airlines at a fixed price per bushel. Midwest Airlines accepted the offer while believing the price covered only a smaller quantity than Maya intended. Because the parties attached materially different meanings to the price term and neither knew of the other's understanding, no contract formed.
Melanie Morris proposed to handle litigation for Mosaic Retail in exchange for a flat fee if the company sent its files. Mosaic Retail's counsel nodded, shook hands, and immediately couriered the files. The conduct manifested mutual assent to the exchange even without a signed letter.
Select any source to read its text and confirm it supports the definition.
Michael Miller promised to deliver custom parts to Meridian Motors by a set date. Meridian Motors began installing the first shipment without objection. The start of performance supplied the required manifestation of mutual assent to the exchange.
Megan Moore sent Meridian Motors a written proposal to lease warehouse space at a stated rent for five years. Meridian Motors replied that it accepted the terms and began paying rent. The sequence of proposal and acceptance manifested mutual assent to the lease.
Melissa Mills and Marathon Logistics exchanged emails and began joint planning for a delivery schedule using the term just-in-time without labeling any message an offer. Their coordinated actions over several weeks manifested mutual assent to the schedule even though no single offer or acceptance could be isolated.
Meredith Maxwell paid Midwest Airlines $50,000 to keep open an offer to lease aircraft for ninety days. Midwest Airlines attempted to revoke the offer after thirty days. The payment created a continuing power in Meredith to complete mutual assent by acceptance within the option period.
Modern doctrine requires only objective manifestations of assent through words or conduct. The parties need not share identical subjective intentions so long as their outward actions show agreement to the same terms.
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No manifestation of mutual assent occurs if the parties attach materially different meanings to their manifestations and neither knows nor has reason to know the meaning attached by the other. Each party also lacks assent if both know or have reason to know the other's different meaning.
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Yes. A party may manifest assent by beginning or rendering performance when the other party has invited that performance as the means of acceptance. The conduct must be intentional and give the other party reason to infer agreement.
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Not necessarily. Mutual assent can arise from an offer followed by acceptance through conduct even without a formal signed document when the parties' actions show agreement to the exchange.
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No contract forms on that term. Each party knows or has reason to know the other's different meaning, so the manifestations fail to produce mutual assent.
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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…