Home Table of Contents

WPI 301.03 Mutual Assent

6A WAPRAC WPI 301.03Washington Practice Series TMWashington Pattern Jury Instructions--Civil

6A Wash. Prac., Wash. Pattern Jury Instr. Civ. WPI 301.03 (7th ed.)

Washington Practice Series TM

Washington Pattern Jury Instructions--Civil

April 2022 Update

Washington State Supreme Court Committee on Jury Instructions

Part XIII. Contracts

Chapter 301. Contracts—Formation, Interpretation, and Enforceability

WPI 301.03 Mutual Assent

In order for there to be mutual assent, the parties must agree on the essential terms of the contract, and must express to each other their agreement to the same essential terms.

NOTE ON USE

Use this instruction in combination with WPI 301.01 (Contract Defined), when the existence of a contract is at issue. Depending upon the issues in the case, the jury may need further instruction as to “essential terms” and their relationship to the parties' intention to form a contract.

In some cases, the instruction will need to be modified to set forth the particulars of offer and acceptance. See the Comment below.

COMMENT

Formation of a valid contract requires that the parties objectively express a mutual agreement as to the contract's material terms. See, e.g., P.E. Sys., LLC v. CPI Corp., 176 Wn.2d 198, 209, 289 P.3d 638 (2012); Yakima Cnty. (West Valley) Fire Prot. Dist. No. 12 v. City of Yakima, 122 Wn.2d 371, 388, 858 P.2d 245 (1993); Hansen v. Transworld Wireless TV-Spokane, Inc., 111 Wn.App. 361, 370, 44 P.3d 929 (2002). Mutual assent is required only as to the agreement's material terms:

Almost never are all the connotations of a bargain exactly identical for both parties; it is enough that there is a core of common meaning sufficient to determine their performances with reasonable certainty or to give a reasonably certain basis for an appropriate legal remedy.

Trendwest Resorts, Inc. v. Ford, 103 Wn.App. 380, 388, 12 P.3d 613 (2000) (quoting Restatement (Second) of Contracts § 20 cmt. b (1979)), reversed on other grounds, 146 Wn.2d 146, 43 P.2d 1223 (2002). For an overview of the issues involved in mutual assent, see DeWolf, Allen, & Caruso, 25 Washington Practice, Contract Law and Practice §§ 2:7 through 2:10 (3d ed.).

In most cases, the instruction will not need to be supplemented with more specific principles relating to offer and acceptance. Jurors do not usually need to focus on the legal details of offer and acceptance when deciding whether there has been an objectively expressed meeting of the minds. For those cases in which these legal details would assist jurors in their deliberations, practitioners will need to draft additional instructions that are tailored to the issues involved in the particular case.

Jurors could be instructed with definitions of offer and acceptance and other applicable principles, such as the law relating to an offer's duration, an offer's withdrawal, an offer's rejection, methods of acceptance, and option contracts. These issues, although too numerous and fact-specific to be converted into generally applicable pattern instructions, are discussed in DeWolf, Allen, & Caruso, 25 Washington Practice, Contract Law and Practice §§ 2:11 through 2:22 (3d ed.).

[Current as of April 2021.]

End of Document