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What is the Meeting of the Minds?


The phrase meeting of the minds, sounds like something from a fantasy show, or a science fiction movie. But it is actually the core, basic premises of contract law, and a foundational question in determining whether or not a valid, enforceable contract ever existed.

Mutual Assent

To have a meeting of the minds, thus creating a legally valid and enforceable contract, both sides to the contract must understand what they are doing, understand the terms of the agreement, and have accepted the terms of the contract (that acceptance doesn’t have to be verbal, or in writing, but there must be some objective evidence that the contracts terms were accepted).

There must be an intent to be bound by the agreement on behalf of both parties, and both should agree to a mutual obligation under the agreement.

Challenges to Assent

Of course, this opens the door to challenges—couldn’t someone just say “I didn’t understand what the contract was talking about,” as a defense to performing under that contract?

The answer lies in objectiveness; if objectively, someone in the same situation, with the same knowledge base, would have understood what the contract and its terms meant, then the party seeking to get out of the contract on the basis of “not understanding,” would not be able to get out of it.

Let’s say for example, I say “can you come paint my place Thursday for $500” and you say yes. Later it turns out you thought “my place” meant my house, but I actually meant the 5 story commercial building that I own. In that case, there may not have ever been any meeting of the minds. A reasonable person could have easily made the same mistake as I did.

Of course, details matter also—if at the time of the contract you were shown a picture of the building to be painted, objectively, you probably could have and should have known that “my place” meant the building, and as such, you may be bound by the contract.

Of course, most actual written contracts are (hopefully) detailed enough to avoid this problem. But in oral agreements, or poorly written ones, there can be confusion.

Omission and Ambiguity

Note that omission of some terms that should have been in the contract, will not mean that there is no meeting of the minds. The question is whether the parties understood the agreement and intended to be bound, not whether every single term and detail was in the contract.

Also remember that mere ambiguity in a term won’t make a contract unenforceable. Parties can intend to be bound to a contract, and then later, it is discovered that a term is unclear. When that happens, courts will usually interpret an ambiguous phrase or term, against the party that drafted the agreement.

Questions about one of your business contracts? Call the West Palm Beach business litigation attorneys at Pike & Lustig today.




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