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Forming a Contract: What is a Meeting of the Minds?

West Palm Beach Business Litigation Attorney 2023-01-26 16-49-13

A contract is more than a mere promise. For an agreement to be legally enforceable in Florida, a valid contract must be formed. That requires an offer, an acceptance, and consideration between both parties. Beyond that, there must be a “meeting of the minds.” A meeting of the minds is mutual assent to the agreement. Here, our Miami business litigation lawyer explains the key things you should understand about the “meeting of the minds” and its meaning for contract formation.

A Contract Requires an Offer, Acceptance, and Consideration 

As a starting point, it is useful to understand the core elements of a contract in Florida. Remember, a simple “promise” is not legally enforceable. To be a binding contract, there are specific requirements that must be satisfied. At a foundation, the following three things must all be present:

  1. Offer: One party must make a final “offer” to the other party. It must be clear as to what they are offering.
  2. Acceptance: After an offer is made, there must be an “acceptance.” This happens when the other counterparty agrees to the terms of the final offer.
  3. Consideration: Finally, there must be “consideration” on all sides. Both parties to a contract must give and receive something of value.

 No Meeting of the Minds, No Valid Contract 

For a contract to be valid, there must be a “meeting of the minds.” As explained by The Florida Bar a meeting of the minds is  mutual assent. It means that all parties to the proposed agreement must understand and agree to the terms of the contract in the same way. If there is confusion, misunderstanding, or one person is misled about what they are agreeing to, then there is no “meeting of the minds” and, and such, no valid contract.

 A Meeting of the Minds is Mutual Assent

To best understand how a “meeting of the minds” works in practice, it is useful to consider some hypothetical examples. Here is an overview of when a contract is (and is not) formed:

  • Meeting of the Minds (Valid Contract): Bob offers to sell his car to Alice for $5,000—with half the payment now and the other half in one month. Alice understands the offer and agrees to buy the car for $5,000. Here, both Bob and Alice clearly understand and agree to the terms. There is a meeting of the minds and a valid contract.
  • No Meeting of the Minds (No Valid Contract): Emma offers to sell a painting to Jack for $1,000. Jack agrees to purchase the painting with the belief that it is an “original” piece. However, in reality, it is a print that is being sold. While they both agreed on the price, there was no “meeting of the minds” on what was being sold. As such, it could be argued there is no valid contract.

Contact Our Miami, FL Commercial Litigation Attorney Today

At Pike & Lustig, LLP, our Miami business litigation lawyers go above and beyond to provide the highest level of legal representation to our clients. If you have any questions about contract formation, we are here as a legal resource. Contact our law firm today for a confidential case review. From our Miami office, we handle commercial litigation throughout Florida.

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