Does contract formation require subjective &quot;meeting of the minds&quot;? For a contract to be formed, it is said there must be a &quot;meeting of the minds.&quot; Does this mean that the fact-finder attempts to ascertain the actual subjective intentions and understanding of the parties?
No: &quot;meeting of the minds&quot; (also known as consensus ad idem) is not about what the parties actually subjectively understood or wanted. For contract formation, consensus ad idem only requires that it appears to an objective reasonable person that the two parties were assenting to the terms of the agreement. See generally, Westlaw Canada, &quot;Contract: I.2: Consensus Ad Idem&quot;; see also Cornell Law School, Legal Information Institute, &quot;Meeting of the Minds.&quot; &quot;[I]n contractual interpretation, the goal of the exercise is to ascertain the objective intent of the parties (Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 at para. 49). &quot;Evidence of one party’s subjective intention has no independent place in this determination&quot; (Eli Lilly &amp; Co. v. Novopharm Ltd., [1998] 2 S.C.R. 129 at para. 54). It is important to note that consensus ad idem is an objective, not a subjective test. As noted by the Alberta Court of Appeal in Ron Ghitter Property Consultants Ltd. v. Beaver Lumber Company Limited, 2003 ABCA 221, at para. 9, the test is whether “it is clear to the objective reasonable bystander, in light of all the material facts, that the parties intended to contract and the essential terms of that contract can be determined with a reasonable degree of certainty.” (Silver Eagle Management Inc. v. Onoway (Town), 2011 ABQB 139 at para. 60). Though the courts now have clearly adopted an objective approach to the analysis of contract, they occasionally use language that suggests that what is subjectively in the minds of the parties is important. It is sometimes said that there has to be a consensus ad idem (in Latin, literally “agreement to the same thing”) or that the parties “minds have to be at one”. Statements like this are misleading. No legal system can require that there be an actual “meeting of the minds”, for that would provide too much of an incentive to those who would like to contract with their “fingers crossed”. The requirement that a subjective agreement exist would permit one party to stay with a contract only so long as it suited its convenience; when it did not, the party could claim that it had never really agreed to the other’s terms. (MacNeil v. Dana Canada Corporation, 2008 CanLII 35689 (ON SC), at para 13, quoting Swan, Reiter &amp; Bala, Contracts: Cases, Notes &amp; Materials).
Yes Written contracts do not have to be written in any particular language or character set. Purely visual contracts are used and are legally binding. If a pictorial term is ambiguous it is resolved by the court the same way as a textual term would be.
Does an agreement in a chat count as a valid contract? In most jurisdictions (and for most transactions): yes. Usually the only thing that matters for a valid contract is that there is a mutual agreement &ndash; whether that is in writing, orally, via chat or via sign language does not matter. Of course, having things in writing makes it easier to prove in court if there is a problem, so it's still advisable. What steps could I take if they don't send the money? You can: remind them to pay if they still don't pay, you can sue them. Some juridictions have accelerated court proceedings for simple cases like this (e.g. Gerichtliches Mahnverfahren in Germany), otherwise you will have to sue in a regular court that deals with contract disputes. But I have no names and I am unsure what they can or have to do after they received the package. This is going to be the main problem. It's no good to enter into a contract if you do not know who the other party is :-). You definitely need to find out who exactly entered into an agreement with you. If the sale is to a private person, find out their name and address. If the sale is to a business (seems to be the case here), find the official name and legal type of the business, and make sure whoever you deal with is authorized to enter into contracts. Otherwise the contract will be hard to enforce in court if things go wrong.
No (in almost all U.S. jurisdictions). Truth or falsity is evaluated when a statement is originally made and doesn't have to remain true forever. Also, generally the law treats an ad like that as an invitation for you to make any offer to them, not a binding offer to form a contract that is held open indefinitely. So you can't force them into a contract simply by accepting their offer. The default rule is that an ad is an invitation to make an offer rather than an offer that can be accepted. And, even if it really is an offer, when it does not state any termination date, the default rule is that it can be withdrawn at any time.
Yes, that would, or at least could, be a legal contract. The key thing that makes a contract between two parties is the agreement, the intention to enter into a binding contract. The written words are only evidence of their agreement, and the specifics of what is agreed to. An oral (spoken) contract can be valid and binding (although in some cases the law requires a written contract). Electronic contracts do not need to be done through a site such as docusign, although there are advantages to using such a process. A typed signature will be legally binding if it is intended to represent agreement to the contract. The US federal e-sign law says that no specific technology is required to make a valid electronic signature. See What gives e-signatures legal standing/force in the United States? and https://law.stackexchange.com/a/79670/17500 for more details. That the contract words are copied will also not impair the validity of a contract. Many bushiness use form contracts. Many lawyers create new contracts by putting together parts of old contracts that served their purpose. The person sending the offer and proposed contract must make sure that the other party understands that this is to be a binding contract, and agrees to the use of an electronic signature, and agrees to the contract as a whole. It would be a good idea if a bit more detail were included than in your example. Must the agency find people acceptable to the client? Haw soon must it find them? How much must the client pay? How soon must it pay? A good contract will specify such details.
If the party to whom the offer letter is issued fails to take any step towards fulfilling its end, can it be argued that there was no meaningful acceptance as for all intents and purposes, no part of the offer that was 'accepted' has been performed? There was acceptance — the successful bidder communicated its acceptance to the government body and therefore made a promise to pay the deposit. All the elements of a legally binding contract are met: 1. Offer The offer letter from the government body. 2. Acceptance Self-evident in your question. The successful bidder communicated that it had accepted the offer from the government body. 3. Consideration Ordinarily, this would be the deposit. In this case, since the deposit was never sent, the consideration is both the promise (from the bidder) to submit the deposit and the counter promise (from the government party) to give whatever the contract stipulates the bidder will get from the government party. 4. Intent to create legal relations Not evidenced in the question, but we can generally assume this based on the evidence that both sides are commercial parties. Therefore, can the government body 'rescind' the offer and argue that there was no contract to begin with because there was no 'acceptance'? No. The offer was accepted by the bidder so there was 'acceptance', and all the other elements of the contract stand too (there was consideration, etc.). Conclusion The bidder likely breached the terms of the contract. This could potentially be a repudiatory breach allowing the government body to choose to end the contract if they wanted (by &quot;withdrawing&quot;). At the very least, the government body would be entitled to sue the bidder for breaching the terms, but there is no legal position of &quot;the contract doesn't exist&quot; from my perspective.
If I enter into a contract that a previous contract I entered into says cannot be entered, what happens next? Your question is unclear on whether both contracts are entered by the same parties. Generally speaking, it is valid for parties A and B to enter both contracts unless the formation of the subsequent contract contravenes the rights of another entity who also is a party to the initial contract. If the initial contract only binds A and B, a subsequent contract between A and B is tantamount to mutually agreeing to modify the initial contract. If the initial contract between A and B prohibits entering a contract with C, A's formation of a contract with C constitutes A's breach of the initial contract. The specifics of both contracts and the circumstances would help determining whether the subsequent contract is void and null; whether it is valid at law or in equity for A to have indulged in forming a contract with C (for instance, if B breached the initial contract in a way that frustrates its purpose); or whether compelled performance of the [initial] contract between A and B results in A breaching his contract with C (or in the alternative, whether rescission of the subsequent contract is permissible). If both B and C an "innocent" parties, the court supposedly would look for a solution that preserved their rights to the extent possible, leaving A to carry the cost.
That would likely be treated as a preamble. These have been held in some jurisdictions to not have any weight. For example, see Sherbrooke Community Centre v. Service Employees International Union, 2002 SKQB 101: The preamble to a contract is nothing more than an introduction to that about which the parties have actually agreed. It puts the agreement into context. It describes the goals of the agreement. It speaks to what went before and the spirit in which agreement was achieved. On the other hand, it does not contain any promises. It does not contain any restrictions or commitments. It could be removed entirely without in any way altering that which was agreed to and set out in specific terms. [...] this clause in the preamble does not create or eliminate rights or obligations Granted, the introductory phrase in your hypothetical clause is not literally a preamble, but it has the same characteristics cited in the above decision: &quot;it describes the goals&quot;, &quot;it does not contain any promises&quot;, &quot;it could be removed entirely without in any way altering that which was agreed to&quot;. If you wanted the clause to only take effect if toilets overflowed, use an alternative wording, like: Company B may not resell any products purchased from Company A at a discounted price in a manner that causes toilets to overflow.