1. Sufficient Specificity of Essential Terms
Contract Formation
Sufficient Specificity of Essential Terms
This verifies a coalescence in parties’ beliefs in what the bargain is – are they thinking of the same thing(s)?
Each of the offer and the acceptance have “definiteness” aspects – but this one adds another layer – it checks whether both offer and acceptance, even if definite, are the subject of a common understanding (e.g., “You offered to sell ‘Bessie,’ I offered to buy ‘Bessie,’ but you were thinking of selling your cow, and I was thinking of buying your horse with the same name”).
Where the parties agree, and begin performances, and it turns out that there is a major misunderstanding, it may be possible for a court to find lack of formation where the parties’ understanding is particularly different.
Many other states, and the MBE, call this element mutuality or meeting of the minds. If there is any difference from Florida’s “sufficient specificity” test, it is too subtle to treat as different…
There is significant confusion about how states treat the coalescence of their envisioning of the bargain. Some may find a lack of this element 4 and rule that there was no formation. Other courts may prefer to find formation, but treat this issue as a possible defense to enforcement based on mutual mistake. (Might one reason be that the latter better fits cases of executory contracts?)
© 2018 Paul J. Carrier, Paul J Carrier, LLC Blue – Category Recognition; White – Specific Category; Yellow – “Black Letter” Rules (to be memorized); Green – Main Factual Issues – Analysis; Red – Upper-Level, Integrated Comprehension