Also known as: manifestations of assent · assent
Written by attorneys · grounded in primary & secondary sources — see below
An outward expression by a party of willingness to enter into a bargain on particular terms. The expression is judged objectively by whether a reasonable person would understand it as agreement rather than by any hidden subjective intent.
Miles Montgomery offered to sell equipment to Marcus Mitchell for a fixed price. Marcus replied that he accepted only if Miles also included free delivery. Because the reply conditioned acceptance on an added term, no contract formed and Miles remained free to sell elsewhere.
Metro Bank sent a purchase order for software to Magnolia Foods. Magnolia replied with a confirmation adding a warranty clause. The confirmation operated as acceptance even with the new term, so a contract existed between the parties.
Select any source to read its text and confirm it supports the definition.
Miguel Mendoza and Maurice Marshall signed an operating agreement before forming Momentum Capital LLC. Their outward expressions of assent to the terms bound the company even though the entity itself never signed, creating an enforceable agreement.
Michael Miller joined an existing limited partnership. Upon admission his acceptance of partner status manifested assent to the existing partnership agreement even though he had never read or signed it.
Ming Ma became a partner in a general partnership after the original partners admitted her. Her joining constituted manifestation of assent to the existing partnership agreement without any separate expression of agreement.
Marcus Mitchell manifested assent to a particular medical procedure by signing the consent form. When the provider later attempted an additional unscheduled injection, Marcus retained the right to defend himself because the new contact fell outside the scope of his assent.
No. Contract law applies an objective standard. A reasonable person’s understanding of the outward words or conduct controls, not any secret intention the party may have held.
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A reply fails to show assent when it expressly conditions acceptance on the offeror’s agreement to the new or different terms. In that situation the reply operates as a counter-offer rather than an acceptance.
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Under the UCC a definite and seasonable expression of acceptance operates as an acceptance even though it states additional or different terms, unless acceptance is expressly made conditional on assent to those terms.
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Yes. A person who becomes a member or partner is deemed to assent to the governing agreement even without actual review or signature.
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No. Consent to a particular contact removes the privilege of self-defense only for that contact. The actor retains the normal privilege against any invasion outside the scope of the assent given.
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…in fact, as distinguished from quasi-contractual obligations, are express contracts, differing only in the manner in which the assent of the parties is expressed and proved. (See 46 Cal.2d at pp. 735-736.) [^maj-17]: The Court of Appeal opinion in In re Marriage of Cary, supra, does not explain why Paul Cary filed his…