Specifically, “there must be mutual assent of each party to all the essential terms of the contract.” Malone v. Saxony Co-op. Apartments, Inc., 763 A.2d 725, 729 (D.C.2000) (“This mutuality of assent is often referred to as a ‘meeting of the minds.’ ”)
Specifically, “there must be mutual assent of each party to all the essential terms of the contract.” Malone v. Saxony Co-op. Apartments, Inc., 763 A.2d 725, 729 (D.C.2000) (“This mutuality of assent is often referred to as a ‘meeting of the minds.’ ”)
"For there to be an enforceable contract, there must be mutual assent of each party to all the essential terms of the contract." Malone v. Saxony Coop. Apartments, Inc., 763 A.2d 725, 729 (D.C. 2000). Here, there was no "mutual assent" or "meeting of the minds" as to a number of material "terms": the parties disagreed on the per diem amount to be paid for each day of delay until the closing was accomplished, the parties disagreed on the amount of money to be termed an earned deposit, and the parties disagreed on the setting of a firm and final deadline for reaching settlement.
Agreement as to all material terms is a prerequisite to finding an implied-in-fact contract between the parties. Simon, 753 A.2d at 1012 (D.C. 2000) (quoting Georgetown Entertainment Corporation, 496 A.2d at 590 (D.C. 1985). The Court must find that there was an agreement between the parties as to the amount of remuneration to be received by Kagy for her work. Simon, 753 A.2d at 1012; See also Malone v. Saxony Cooperative Apartments, Inc., 763 A.2d 725, 729 (D.C. 2000) (holding that "failure to agree on or even discuss an essential term of a contract may indicated that the mutual assent required to make or modify a contract is lacking." Malone, 763 A.2d at 729 (D.C. 2000) (quoting Owen v. Owen, 427 A.2d 933, 937 (D.C. 1981).
But the “purported acceptance of an offer does not create a valid contract if the accepting party has altered the offer's material terms.” REO Acquisition Grp. v. Fed. Nat'l Mortg. Ass'n, 104 F.Supp.3d 22, 28 (D.D.C. 2015) (citing Malone v. Saxony Co-op Apartments, Inc., 763 A.2d 725, 728 (D.C. 2000)); accord Foster v. Ohio State Univ., 534 N.E.2d 1220, 1222 (Ohio Ct. App. 1987). Such an “acceptance” is a counteroffer that must be accepted by the original offeror to form a binding contract. Malone, 763 A.2d at 728; accord Foster, 534 N.E.2d at 1222.
See Pl.'s Opp'n at 3. Under District of Columbia law, "an offeror is entitled to prescribe an exclusive method of acceptance," Vaulx v. Cumis Ins. Soc'y, Inc., 407 A.2d 262, 264 (D.C. 1979); see also Malone v. Saxony Coop. Apartments, Inc., 763 A.2d 725, 729 (D.C. 2000), including with specified conduct, see, e.g., Malone, 763 A.2d at 729 (holding that purchaser's tender of earnest money constituted assent to contract terms), such as plaintiff's use of her credit card or her failure to specifically reject terms, see Agreement at 1 (providing that credit card user assents to credit card agreement unless she provides, within 30 days, written notice of cancellation of account); id. (providing that credit card user agrees to the arbitration provision of the credit card agreement unless she provides, within 30 days, written notice of rejection). Whether South Dakota or District of Columbia law applies need not be resolved, because the result is the same: if plaintiff received the credit card agreement, then her subsequent use of the card would constitute acceptance of the agreement's terms, including its arbitration provision, and she must arbitrate her claims.
Under District of Columbia law, the offeror determines the manner by which a contract is accepted. See Malone v. Saxony Cooperative Apartments, Inc., 763 A.2d 725, 729 (D.C. 2000) (citation omitted). In his letter dated June 10, 1998, Viedma, the representative of Short's insurer, offered to settle with the Estate in exchange for a general release of liability and payment of $20,000.
Boks v. Charles E. Smith Mgmt., Inc. , 453 A.2D 113, 117 (D.C. 1982) ; seeDyer v. Bilaal , 983 A.2d 349, 354 (D.C. 2009).Malone v. Saxony Coop. Apartments, Inc. , 763 A.2d 725, 729 (D.C. 2000).Id.
Because we conclude that Queen fails to make the requisite showing with regard to an “agreement as to all material terms,” we need not consider whether the parties intended to be bound. See Malone v. Saxony Coop. Apartments, Inc., 763 A.2d 725, 729–30 (D.C.2000). The “material terms” of a contract generally include “subject matter, price, payment terms, quantity, quality, and duration.”
If the parties to a purported settlement agreement have "failed to agree on . . . an essential term" of the agreement, then that failure may show that the parties did not mutually assent to the creation of a settlement. Id. (quoting Malone v. Saxony Coop. Apartments, Inc., 763 A.2d 725, 729 (D.C. 2000)). IV. ANALYSIS