Duhaime's Law Dictionary


Consensus Ad Idem Definition:

Latin: a meeting of the minds.

Related Terms: Meeting of the Minds, Acceptance, Mistake, Non Est Factum

Latin term meaning an agreement, a meeting of the minds between the parties where all understand and have accepted the contractual commitments made by each other, respectively.

This is a basic requirement for each contract.

In Ron Ghitter Property Consultants Ltd. v. Beaver Lumber Company Limited, Justice Fraser of the Alberta Court of Appeal wrote, at ¶9:

"(T)he parties will be found to have reached a meeting of the minds, in other words be ad idem, where it is clear to the objective reasonable bystander, in light of all the material facts, that the parties intended to contract and the essential terms of that contract can be determined with a reasonable degree of certainty."

Similarly in Baker v Smith, referred to the:

"... three principles of contract law. The first concerns what is often referred to as consensus ad idem or a meeting of the minds. This principle is that in order for there to be an enforceable contract, there must be agreement between the parties....

"consensus ad idemThe second principle is that to be enforceable, an agreement must be complete in the sense that it contains all of the essential terms....

"The third principle is that an agreement is not an enforceable contract if it is conditional on a future agreement being reached."

In Gaiger v. Inn at Spry Point, Prince Edward Island Supreme Court - Trial Division Chief Justice J. Armand DesRoches wrote, at ¶23-24:

"The idea of a contract is promissory in nature. However, from the legal standpoint, agreement is at the basis of any legally enforceable contract. In the classical period of the English common law, the necessary agreement was expressed as consensus ad idem, an expression meaning simply agreement to the same thing, or a meeting of the minds.

"In order for an enforceable contract to come into existence there must be, apart from some consideration, an offer and an acceptance. Because of the requirement for agreement, the acceptance must tally in all respects with the offer, otherwise there is no consensus ad idem, and therefore no contract. If there is an obvious ambiguity about the terms of the purported contract, no objectively ascertained agreement can be inferred or concluded....

"Contract depends upon agreement. There must be a consensus ad idem. Sometimes what appears to be a valid contract is the product of a mistake by one or both parties. Such a mistake may pertain to the terms of the contract, or it may relate to the existence or nature of the subject-matter of the contract."

See the extensive discussion on this in Part 3 of Duhaime's Contract Law.

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