Also known as: manifestation approaches · manifestation of assent
Written by attorneys · grounded in primary & secondary sources — see below
An objective method for determining contractual assent that focuses on a party's outward expressions rather than subjective intent. Under this approach a court evaluates whether conduct or words would lead a reasonable person to believe assent has been given even if the actor claims a contrary internal state.
Metro Bank presented Mustafa Mahmoud with loan documents that understated the interest rate. Mahmoud signed after the bank officer assured him the documents matched their oral discussion. When the bank later demanded the higher rate Mahmoud discovered the discrepancy. Because the bank's misrepresentation induced Mahmoud's outward signature the contract is voidable by him.
Maxwell Manufacturing's agent held Mina Mehta's hand and forced her to sign a supplier contract while she protested. Mehta had no intention of agreeing to the terms. The agent's physical compulsion means Mehta's signature is not effective as a manifestation of assent.
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Mirage Hotels threatened to cancel Madison Meyers's existing event contract unless she signed a new higher-priced agreement. Meyers had no reasonable alternative because her event was imminent. The threat induced her signature so the new contract is voidable by her.
Millennium Media had previously overcharged Miguel Mendoza on a prior project. It now threatened to withhold deliverables unless Mendoza accepted a new unfavorable licensing deal. The prior unfair dealing made the threat more effective at inducing Mendoza's signature so the contract is voidable.
Melissa Mills's elderly uncle relied entirely on her for financial decisions. She persuaded him to sign over property using repeated emotional pressure. Because the persuasion occurred while he was under her domination the resulting transfer is voidable by the uncle.
The manifestation approach examines only outward words and conduct that a reasonable person would understand as assent. A subjective test would instead inquire into the party's actual unexpressed thoughts. Courts therefore enforce agreements based on observable manifestations even when a party later claims a different private intention.
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Physical compulsion prevents effective manifestation when a party is forced to perform an act without intending to engage in it. The resulting conduct is treated as involuntary and therefore does not create contractual obligations.
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A threat is improper when it leaves the recipient no reasonable alternative and is either a crime or tort, made in bad faith, or made more effective by prior unfair dealing. The induced manifestation of assent then becomes voidable by the victim.
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Undue influence exists when one party uses unfair persuasion over a person who is under the persuader's domination or who justifiably relies on the persuader to act in his welfare. The resulting manifestation of assent is voidable by the victim.
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…are only minimally instructive in construing comprehensive general liability policies. Those cases, only some of which adopt the manifestation approach, rely largely on the legislative intent behind workmen's compensation statutes. See General Dynamics Corp. v. Benefits Review Board , 565 F.2d 208, 212 (2d Cir. 1977); Travelers Insurance…