Lucy v Zehmer

Offer and Acceptance,

Parole Evidence

Evidence of a prior or contemporaneous agreement introduced in court in order to modify, explain, or supplement the contract at issue. 

The “Present Commitment” Requirement for Contract Formation

• Each party must communicate a present commitment to forming the contract and that commitment applies to both offers and acceptances.

• When both parties, usually through an offer and acceptance, communicate a present commitment, there is mutual assent to form a contract.

Objective Theory of Contracts

• Intent to contract and form a present commitment is judged by the reasonable person (objective) standard and not by the subjective intent of the parties.

The Objective Theory of Assent:

“We must look to the outward expression of a person as manifesting his intention rather than to his secret and unexpressed intention. ‘The law imputes to a person an intention corresponding to the reasonable meaning of his words and acts’ … If his words and acts, judged by a reasonable standard, manifest an intention to agree, it is immaterial what may be the real but unexpressed state of his mind.”