Wilsovereenstemming
Meeting of the minds
Mutual assent is the mutual consent of the parties to the essential elements of a contract, which is required for its formation.
Mutual assent lies at the heart of contract formation under Dutch law. Without agreement between the parties’ declarations of intent on the essential terms of the performance and the counter-performance, no binding contract comes into existence. This principle is enshrined in Article 6:217 of the Dutch Civil Code and ensures that no party is bound by an arrangement on which consensus is lacking.
In practice, courts and counsel examine whether mutual assent has in fact occurred, for instance during negotiations or where mistake may be in issue. Where such assent is absent, the contract may be void or voidable, giving rise to disputes concerning validity and performance.
“Because there was no agreement of wills as to the price, no contract of sale was concluded.”
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