Also known as: intention to be bound · intends to be bound · intended to be bound · mutual assent · meeting of the minds
Written by attorneys · grounded in primary & secondary sources — see below
A requirement for contract formation that each party's manifestations demonstrate an intention that their agreement create legal relations rather than remain preliminary or nonbinding.
Ibrahim Iqbal emailed Innovate Pharmaceuticals proposing to buy 500 units at a set price. Innovate replied agreeing to sell but using a different catalog number that referred to a distinct product line. Neither side realized the mismatch. No contract formed because the parties attached materially different meanings to the same terms.
Irene Ingalls offered to pay Integrity Partners $10,000 to redesign its website. Integrity began coding the new layout and sent progress screenshots. The parties formed a bargain because each manifested assent through promise and performance.
Select any source to read its text and confirm it supports the definition.
Imran Iyer texted Indigo Textiles that he would buy 200 yards of fabric if Indigo started cutting by Friday. Indigo cut the fabric and delivered it. Mutual assent existed because each party either promised or rendered performance.
Isaac Irving emailed Icarus Aviation a proposal to lease a plane for six months at a fixed rate. Icarus replied accepting the terms. The exchange created a contract because mutual assent took the ordinary form of offer followed by acceptance.
Iain Irons and Integrity Partners repeatedly exchanged design files and payments over several weeks without labeling any message an offer or acceptance. Their ongoing course of dealing still produced a contract because mutual assent can arise even when the precise moment of formation cannot be pinpointed.
Israel Irving mailed an offer to sell equipment to Innovate Pharmaceuticals and stated acceptance would be effective upon mailing. Innovate mailed its acceptance the next day. The parties formed a contract because the offer granted a continuing power that Innovate exercised by acceptance.
A court examines objective manifestations such as promises, performance, or conduct rather than subjective states of mind. When parties exchange emails, begin performance, or ship goods in response to a proposal, those actions show intent to be bound even without a signed writing.
Supporting sources
Yes. When a communication is labeled a budgetary quote and states that formal drawings and bids will follow later, the recipient has reason to know the sender does not yet intend to be bound.
Supporting sources
Yes. Mutual assent can arise through a course of conduct such as repeated shipments and payments even if the precise moment of formation cannot be identified.
Supporting sources
…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…