Also known as: mental assents · mutual assent · meeting of the minds
Written by attorneys · grounded in primary & secondary sources — see below
A party's undisclosed subjective intention or understanding regarding a proposed exchange. Contract formation turns on objective manifestations of assent rather than any party's internal state of mind.
Marco Marquez agreed to sell wheat to Miranda Morales, each believing the term referred to a different vessel. Neither disclosed the private understanding. A court finds no contract because the parties attached materially different meanings without knowledge of the other's view.
Matthew Martinez offered to handle litigation for Millennium Media for a flat fee if files were sent. The company's counsel nodded and shook hands, then immediately couriered boxes of documents. The conduct supplies the required manifestation even though internal notes reveal the company never subjectively intended to be bound without a signed letter.
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Mustafa Mahmoud began delivering grain to Matrix Technologies after an oral discussion at a trade show. Matrix accepted the shipments and paid invoices for months. The start of performance manifests assent even if Mahmoud privately doubted whether the deal was final.
Maria Morales proposed that Monarch Pharmaceuticals supply ingredients at a set price. The company responded by shipping the first batch without any written acceptance. The shipment completes the manifestation of mutual assent through performance invited by the offer.
Mina Mehta and Maxwell Manufacturing exchanged emails and began joint planning for a product launch without ever labeling one message an offer or another an acceptance. Work proceeded for weeks under the shared plan. Mutual assent exists even though the precise moment of formation cannot be identified.
Marco Marquez mailed an offer to sell equipment to Miranda Morales with a ten-day acceptance window. Morales began preparing a response on day eight. The offer continues to supply Morales the power to complete mutual assent by acceptance until the power terminates under governing rules.
No. Contract law requires only a manifestation of mutual assent through words or conduct. Undisclosed subjective thoughts or mental reservations do not defeat formation when the outward expressions reasonably indicate agreement.
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Mutual assent fails when the parties attach materially different meanings to their manifestations and neither knows nor has reason to know of the other's meaning, or when each knows or has reason to know of the difference.
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Yes. A party may manifest assent by beginning or rendering performance when the offer invites acceptance through that performance. The conduct must be intentional and give the other party reason to understand that assent is intended.
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No. Mutual assent may exist even when neither an offer nor an acceptance can be pinpointed and the exact moment of formation cannot be determined, provided the parties' overall conduct shows agreement to the exchange.
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…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…