What Is a Meeting of the Minds? Definition and Use With Contracts

What Is a Meeting of the Minds?

The term meeting of the minds refers to an understanding or mutual agreement between two or more parties and their understanding of that agreement. In legal terms, the phrase denotes the essential element in the validation of a contract.

A meeting of the minds occurs when both parties actually assent to a contract’s terms. It may also highlight the time of a mutual agreement, although the acts of this agreement need not occur simultaneously. A subjective meeting of the minds was traditionally required when it came to the assent of contract theory but modern law dictates that a meeting of the minds must be objective.

Key Takeaways

  • The phrase meeting of the minds refers to the comprehension and mutual agreement of all obligations within a contract.
  • A meeting of the minds is a critical element of a contract associated with acceptance and acknowledgment.
  • It can be difficult to challenge a contract after a meeting of the minds occurs and is established.
  • If contract issues, challenges, or court actions arise, it can be left up to the court to interpret the elements and language of a contract and its intentions.
  • Ensure you negotiate the terms of your contract and consult a professional before you sign anything.

Understanding Meeting of the Minds

Drafting and creating a legally binding contract can take time. As such, a contract requires several key elements. For a contract to become legally binding, a meeting of the minds must occur between the parties named in the contract.

The phrase meeting of the minds denotes the time at which both parties provide mutual comprehension and acceptance of the terms. This means that both parties understand and accept the terms, obligations, and rights that come with entering the agreement. Mutual acceptance is usually consummated with signatures of agreement from both parties.

A meeting of the minds is synonymous with mutual agreement, mutual assent, and consensus ad idem. This is a Latin phrase that means all of the parties involved in a legal contract agree to its terms and conditions. As such, a meeting of the minds is the time at which all parties acknowledge that they fully understand and agree to all of the terms of a contract.

Elements of a Contract

There are several elements associated with creating a legally binding contract that can be upheld in the courts. The parties who sign a contract may or may not be involved in the actual creation of the contract. Both parties often negotiate the contract terms until they can agree to all the provisions.

In all contracts, there is an offeror and offeree. In many cases, an offeror may have a standard contract that is not necessarily negotiable. In all cases, there is a mutuality of obligation. This means that both parties have an obligation to one another. Contracts also require capacity, which is an element stating that the parties involved are of adequate mental capacity to understand and agree on the terms.

A meeting of the minds is a part of the element of acceptance. Acceptance is usually acknowledged and denoted by a signature. As such, contracts are also usually required to be detailed and signed in writing.

Contracts become active once they are signed. This leads to the element of fulfillment and delivery on the contract’s terms. After a contract has been signed, both parties are obligated to fulfill their obligations and deliver what is required as detailed in the contract.

Contract elements help validate it if one or both parties dispute it in court.

Contract Issues and Court Actions

Contract elements ensure that an agreement is upheld by the individuals involved and viable in cases of conflict or court actions. A meeting of the minds and mutual acknowledgment of a contract’s terms can make it difficult to renege on a contract without repercussions.

Contract disputes can occur later on down the line. In some cases, elements of a contract can be questioned. A meeting of the minds denotes that both parties understand and agree, so capacity is usually one element that can be examined if a party suggests a misunderstanding.

Some parties may be able to prove that a successful meeting of the minds never actually occurred because the parties involved had two completely different interpretations. Evidence of a clear misunderstanding can invalidate a contract. A court will typically base the interpretation of contract clauses on the reasonable understanding of a person with standard knowledge of the industry if there is any legal action.

If a court finds that interpretations of a contract clause are unclear or seem to be intentionally vague, the contra proferentem rule may be enforced. This rule helps mitigate intentionally vague contract language for the benefit of either party. It requires that courts rule in favor of the plaintiff who feels that the contract language is ambiguously detrimental or harmful.

It can be left up to the courts to decide the interpretations and intentions of contract language. There is a whole field of study dedicated to contract law, known as contract theory, as well as several standard elements, rules, and legal precedents that can govern a court’s decision.

Examples of Meeting of the Minds

Contracts are used in many situations and scenarios. This can create an opportunity for misunderstandings, mistakes, and misinterpretations. A breakdown in communication can potentially disrupt the successful achievement of a meeting of the minds and call to question its very existence. Below are some examples of challenging contract issues.

Different Interpretations of the Exchanged Item

Let's say a business needs to resupply its inventory of toys. The owner speaks with a local supplier and indicates that he wants to buy the supplier's stock, which he understands to mean the supplier's total supply of toys. The supplier thinks that the businessman wants to buy out his business by acquiring his stock of shares.

While both parties agree contractually with an acknowledged meeting of the minds, they clearly did not agree to the same material exchange. As such, a court could rule that no meeting of the minds actually occurred to make the contract valid for either party.

Payment Terms

A contract may state that a defendant must pay a plaintiff to use a product or service for a specified amount of money. There may even be a hell or high water clause to enforce the plaintiff’s right to payment.

The defendant may argue that their understanding of the contract allowed for payments to be made at a time interval that was different from the plaintiff. They may also claim the payments would be broken up over a longer period of time if the contract does not include detailed language establishing due dates.

Such a defense could fail in court if a reasonable person reviewing the contract would indeed interpret its intent and purpose with the same regard that the plaintiff presented in their argument. This would imply that the meeting of the minds alluded to the understanding of certain payment terms.

The Bottom Line

Contracts come in many shapes and sizes. Although they may differ, one of the things they have in common is that the parties signing it must understand and agree to the terms, rights, and obligations. This is what is known as a meeting of the minds.

But in some cases, even a meeting of the minds may be contested, especially when one party may make certain assumptions about the agreement that may not necessarily be shared by the other party. That's why it's always a good idea to sort out all the details beforehand and consult a professional before you enter any type of legally binding agreement.

How Do You Prove a Meeting of the Minds?

The best way to prove a meeting of the minds is through a written contract. A contract should outline all the details, including the obligations and roles of each party, payment details, as well as any other terms that are pivotal to the agreement.

What Is Meeting of the Minds in Real Estate?

A meeting of the minds in real estate involves two or more parties in a transaction or contract. It occurs when one party makes an offer and it is accepted. A meeting of the mind normally takes place before there a purchase agreement or contract is drawn up.

Does Qualified Acceptance Signify Meeting of the Minds?

Qualified acceptance indicates that there is a form of conditional acceptance, such as a counteroffer made in a real estate deal. As such, it doesn't necessarily signify a meeting of the minds, at least until the conditions are agreed upon by both parties.

What Is Meant by Quantum Meruit?

The term quantum meruit is a Latin phrase commonly used in contract law that means the amount he deserves. This can be translated to how much money someone earns. Claims can be made using quantum meruit by a plaintiff who feels they weren't paid a reasonable sum of money in exchange for goods and services. Claimants must show that the defendant was in receipt of the goods and services and did so freely in order to have their claims heard.

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  2. Konsyse. "Meeting of the Minds: Understanding the Concept." Accessed Sept. 22, 2021.

  3. Upcounsel. "Consensus Ad Idem in Contract Law: What You Need to Know." Accessed Sept. 22, 2021.

  4. Cooper White & Cooper. "In Contract Law, When Exactly Is There A 'Meeting of the Minds'?" Accessed Sept. 22, 2021.

  5. Thomson Reuters Practical Law. "Contra Proferentem." Accessed Sept. 22, 2021.

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