Assent under Contracts
Assent in Contracts: Detailed Explanation
What is Assent?
Assent in contract law refers to the mutual agreement or meeting of the minds between parties to enter into a contract. It means both parties understand and agree to the terms of the contract willingly and knowingly.
Without assent, there can be no valid contract because consent must be genuine and informed.
Types of Assent
Express Assent: Clearly communicated agreement, either orally or in writing.
Implied Assent: Agreement inferred from conduct or circumstances, even if not explicitly stated.
Importance of Assent
It ensures that parties are voluntarily bound to the contract terms.
It prevents fraud, duress, mistake, or misunderstanding from invalidating agreements.
It is a fundamental element to establish a valid and enforceable contract.
Factors Affecting Assent
Mistake: If one or both parties are mistaken about a material fact, assent may be invalid.
Fraud or Misrepresentation: False statements can vitiate genuine assent.
Duress or Undue Influence: If assent is given under pressure or unfair persuasion, it may be voidable.
Capacity: Parties must have the legal ability to assent (e.g., minors or mentally incapacitated persons may lack capacity).
Key Case Law on Assent
1. Lucy v. Zehmer (1954)
Facts: Zehmer wrote a contract on a restaurant check agreeing to sell his farm to Lucy. Zehmer later claimed it was a joke.
Holding: The court held that Zehmer’s outward conduct indicated genuine assent, and Lucy reasonably believed the contract was serious.
Significance: This case established that objective manifestations of assent (what a reasonable person perceives) matter more than the secret intent of a party.
2. Raffles v. Wichelhaus (1864)
Facts: The contract involved shipping goods on a ship named “Peerless,” but two ships had the same name arriving at different times, leading to confusion.
Holding: The court ruled there was no mutual assent because of a latent ambiguity — both parties had different understandings of a material term.
Significance: Demonstrates that mutual assent requires a clear understanding of terms; ambiguity can prevent agreement.
3. Sherwood v. Walker (1887)
Facts: The seller agreed to sell a cow believed to be barren, but it turned out to be fertile and valuable. The seller refused to deliver after learning this.
Holding: The court ruled there was no valid assent because of a mutual mistake about a material fact (the cow’s fertility).
Significance: Mutual mistake can invalidate assent and make a contract void.
4. Odorizzi v. Bloomfield School District (1966)
Facts: The employee claimed his resignation was obtained under duress and undue influence.
Holding: The court held that assent must be voluntary; if it is obtained through coercion, it is invalid.
Significance: Assent given under duress or undue influence is not genuine and cannot form a binding contract.
Summary of Assent in Contracts
| Aspect | Explanation |
|---|---|
| Assent | Mutual agreement or meeting of the minds |
| Express Assent | Clear verbal or written agreement |
| Implied Assent | Agreement inferred from actions or circumstances |
| Validity Factors | Must be free from mistake, fraud, duress, or incapacity |
| Objective Theory | Assent judged by outward expressions, not secret intent |
Conclusion
Assent is the cornerstone of contract formation, reflecting mutual agreement between parties. Courts look at the objective manifestations of assent, ensuring parties knowingly and willingly consent to contract terms. Any defects in assent — like mistake, fraud, or duress — can invalidate or void a contract.
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