Objective Theory of Contract Acceptance

In any breach of contract dispute or litigation, it’s essential to first establish that the underlying agreement is a legally enforceable contract. In other words, whether there was a “meeting of the minds” between the contracting parties is essential.

Particularly in the absence of a signed writing, this is not a straightforward inquiry. In Missouri, the focus is not so much on whether a party subjectively intended to agree. Instead, the assessment stems from the so-called objective theory of contract, where there is an emphasis on the “outward manifestation of assent made to the other party.” Computer Network v. Purcell, 747 S.W.2d 669 (Mo. Ct. App. 1988).

As such, a party cannot evade a contract by simply stating that he or she did not intend to enter into a contract. Mere “mental reservations” are insufficient. The focal point is on the person’s words, actions, and the surrounding circumstances to see if there was assent.

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