Michael G. Pratt (Queen’s University – Faculty of Law) has posted Mapping the Objective Theory of Contract Formation on SSRN. Here is the abstract:
The objective theory of contract formation is usually presented as straightforward: contractual intention is determined by outward manifestations rather than private mental states. Yet the doctrine is typically taught and discussed through a narrow class of “imputed intention” cases, where a party is held to a contract they did not subjectively intend. This paper argues that this familiar framing obscures the objective theory’s structure and scope.
To recover that structure, the paper develops a matrix that maps formation disputes across eight configurations defined by three variables: the speaker’s intention, the addressee’s belief about that intention, and the reasonableness of that belief from the addressee’s position. The matrix shows that objectivity is not exhausted by the familiar reasonable-mistake scenario. It supplies a general framework for analyzing formation across the full spectrum of alignment and misalignment between intention and uptake.
The paper argues that an offer is legally recognized if and only if the addressee believes an offer was intended, and they are reasonable in that belief. Belief is necessary; reasonableness is necessary; and together they are sufficient—even where actual intention is absent. The paper explains this structure by treating formation as a communicative act governed by norms of attribution. Contractual liability depends not on the fortuitous convergence of private mental states, but on whether one party’s conduct successfully manifested an intention to confer a power of acceptance in a way the other was entitled to understand.
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