Duhaime's Law Dictionary


Meeting of the Minds Definition:

The fact of contracting parties arresting their thoughts on a common set of fundamental terms.

Related Terms: Consensus Ad Idem, Acceptance

To constitute an enforceable contract, each party to the contract must of set their minds to the terms and especially the precise object of the contract, usually confirmed by acceptance.

But a party who is careless and who accepts an offer without considering its terms or ensuring that the object is properly described, may not find a sympathetic judicial ear.

A meeting of the minds prevents a party from later alleging mistake and seeking to avoid his or her contractual obligations on that basis. In Morrison, Justice Egbert of the Alberta Supreme Court wrote:

"The law is clear that under certain circumstances mistake may exclude real consent; if each party meant some definite thing but not the same thing as the other party meant, their minds never met. There is, in some sense, an agreement between them, but it is nullified in its inception by the misunderstanding as to the thing agreed upon. While contracts attempted to be made under such circumstances are sometimes said to be vitiated by fundamental error, in reality that which prevents the contract being formed is not the existence of error but the non-existence of true consent. It cannot be questioned that an agreement upon the same thing in the same sense is essential to the creation of a contract. If agreement in this sense is wanting, it is immaterial whether its absence is due to the mistake of one party or of both. In either case it is the absence of a meeting of the minds which prevents the contract being formed.

"In this case, on the plaintiff's own evidence, there was lacking this meeting of the minds ... or, to put it in another way, there was a fundamental error going to the very root of the matter as to the specific thing about which the parties proposed to contract."

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