Also known as: intention of the parties · parties' intent · parties intent · mutual intent · contractual intent
Written by attorneys · grounded in primary & secondary sources — see below
The manifested purpose or understanding of parties to a contract or conveyance that governs interpretation and enforcement of their agreement. Courts examine objective manifestations of that purpose along with surrounding circumstances to determine whether a promise survives merger into a deed, whether a third party holds enforceable rights, or whether an agreement satisfies the statute of frauds through estoppel.
Iain Irons sold land to Iris Energy under a contract that required Iris to build a boundary fence after closing. The deed contained no fence obligation. When Iris refused to build the fence, Iain sued. The court examined the parties' intent and the nature of the promise to decide that the fence obligation was independent of the conveyance and therefore survived merger into the deed.
Infinity Bank contracted with Indigo Textiles to treat wastewater before discharge into a municipal system. The contract required removal of specific pollutants to protect downstream owners. Ingrid Innes, a downstream owner, sued when pollutants appeared. Recognition of her right to performance effectuated the parties' intent that the promise benefit landowners like her.
Select any source to read its text and confirm it supports the definition.
Israel Irving orally promised Isabella Ingram an access easement across his land so she could reach a public road. Relying on the promise, Isabella built a driveway and moved equipment onto the property. When Israel later denied the easement, the court gave effect to the parties' intent because Isabella's justifiable reliance made enforcement necessary to avoid injustice.
Integrity Partners agreed to supply wheat to Igor Ito each harvest season. Over three years Igor accepted late deliveries without objection while Integrity adjusted prices. When Igor later claimed breach for a late shipment, the court interpreted the agreement's delivery terms consistently with the parties' course of performance showing tolerance for modest delays.
The court examines the parties' intent and the nature of the promise. Promises independent of the conveyance, such as an obligation to build a fence or refrain from certain uses of adjacent land, may survive merger even though the contract merges into the deed at closing.
A beneficiary is an intended beneficiary if recognition of a right to performance is appropriate to effectuate the intention of the parties and either performance will satisfy an obligation of the promisee to pay money to the beneficiary or the circumstances indicate that the promisee intends to give the beneficiary the benefit of the promised performance.
Yes. The consequences of noncompliance do not apply if the beneficiary of the servitude has justifiably relied on its existence and changed position so that injustice can be avoided only by giving effect to the parties' intent to create the servitude.
Wherever reasonable, manifestations of intention are interpreted as consistent with each other and with any relevant course of performance, course of dealing, or usage of trade.