Also known as: manifest intent · manifests intent · manifesting intent · manifested intention · manifest intention
Written by attorneys · grounded in primary & secondary sources — see below
The outward expression by a party of its state of mind through words, conduct, or other observable means. Courts rely on this expression rather than any undisclosed subjective thoughts when determining legal relations such as contract formation or the scope of duties.
Mohan Malhotra emails a signed offer to sell equipment exclusively to Meridian Motors. The email states that only Meridian may accept by signing and returning it within ten days. When a third party attempts to accept, the court holds that no power of acceptance arose in that party because Mohan manifested an intention limiting the power to Meridian alone.
Meredith Maxwell holds a nongeneral power of appointment over trust assets. She sends a signed letter to the trustee stating she will never exercise the power and directing the trustee to ignore any later attempt. The letter releases the power to the extent any later exercise would contradict the expressed release.
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Monica Morgan holds a promissory note from Millennium Media. She tears the note in half and mails the pieces to the company with a note stating the debt is forgiven. The surrender discharges the company's duty because Monica manifested an intention to release the obligation.
Courts determine legal relations such as offer, acceptance, and terms by reference to a party's outward words and conduct rather than any undisclosed thoughts. The objective expression controls even if it diverges from what the party later claims it privately intended.
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Yes. When parties expressly state in a document that it is for planning only and not a binding agreement, that manifested intention prevents the document from creating contractual duties even if the parties later act on its contents.
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Statements in a separate document become terms only if the parties manifested assent that those statements would govern their rights on the particular subject. Mere physical delivery or promotional language does not suffice without evidence of mutual agreement on that point.
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Recognition of a third-party right turns on whether the contracting parties manifested an intention to confer a direct benefit on that person. Language naming the third party as beneficiary or directing performance to satisfy its claim supplies the required manifestation. Remote or derivative benefits do not.
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…the provisions is irreconcilable, the special or local provision prevails as an exception to the general provision, unless the manifest intent is that the general provision prevail. Essentially, this statutory provision permits courts to infer a legislative intent to "modify" or "partially repeal" the general statutory…