This chapter studies how bargains emerge through outward manifestations that a reasonable person would understand as assent. In Unexpected Party, the Middle-earth setting helps show how misunderstandings, hidden intentions, and crossed meanings can prevent a true bargain from forming.
Doctrinal map
The chapter develops the objective theory in full. Lucy v. Zehmer anchors it: a contract signed in jest is still a contract if a reasonable person would treat the manifestation as serious. Raffles v. Wichelhaus sets the limit: where two parties reasonably attach different meanings to a critical term and neither has the superior basis, no contract forms (R2d § 20). The student should leave able to apply both the objective standard and the misunderstanding doctrine to a marginal fact pattern.
Key Sources
Key Rules
- R2d § 17(1): Contract requires bargain with mutual assent + consideration
- R2d § 19(1): Assent may be by words, acts, or failure to act
- Objective theory: reasonable person standard
- R2d § 20: No assent if materially different meanings
Cases
- Lucy v. Zehmer 196 Va. 493, 84 S.E.2d 516 (1954) The mental assent of the parties is not requisite for the formation of a contract; the law imputes to a person an intention corresponding to the reasonable meaning of his words and acts. A secret joking intent is no defense when a reasonable person would believe the words and conduct manifested a serious bargain.
- Raffles v. Wichelhaus 2 Hurl. & C. 906, 159 Eng. Rep. 375 (Ex. 1864) Where two parties attach materially different meanings to a critical term and neither has reason to know of the other's meaning, no contract is formed for want of mutual assent.
We must look to the outward expression of a person as manifesting his intention rather than to his secret and unexpressed intention.