This objective standard “places a reasonable person in the position of the parties, and interprets a disputed term according to what a reasonable person would expect it to mean under the circumstances.” Behrens v. S.P. Constr. Co., Inc., 153 N.H. 498, 502 (2006); see also Maloney v. Bos. Dev. Corp., 98 N.H. 78, 81 (1953) (explaining that the existence of a meeting of the minds “is judged by what the parties say and do, by their overt acts, by what they [cause] each other to understand and not by any undisclosed meaning or intention which one of the parties might have had”). Whether a meeting of the minds has occurred is a question of fact.
Before an enforceable contract can arise, there must be a mutual meeting of the minds. That is, the parties must have agreed to the same terms. Turcotte v. Griffin, 120 N.H. 292, 293, 415 A.2d 668 (1980); Maloney v. Boston Development Corp., 98 N.H. 78, 82, 95 A.2d 129 (1953). See Trimount Bituminous Prods. Co. v. Chittenden Trust Co., 117 N.H. 946, 379 A.2d 1266 (1977).
Where, however, there are disputed questions of fact as to the existence and terms of a contract, they should be resolved by the jury. Maloney v. Company, 98 N.H. 78, 82 (1953). In addition, when contract terms are ambiguous, and the trial court has properly looked to extrinsic evidence to determine the intent of the parties, determining the ambiguous terms' meaning should be left to the jury unless the meaning of the extrinsic evidence is so clear that reasonable people could only reach one conclusion.
The trial court's finding and ruling that the offer was accepted and that a contract was entered into could reasonably be made upon the evidence, and are sustained. "A contract may be established by spoken or written words or by acts or conduct and where there is a disputed question of fact as to the existence and terms of a contract it is to be determined by the trier of the facts, provided there is any evidence from which it could be found there was a contract between the parties. Maloney v. Company, 98 N.H. 78, 82 [ 95 A.2d 129, 132 (1953)]." Saucier Co. v. McVetty, 107 N.H. 419, 421, 223 A.2d 520, 521 (1966); H B Construction Co. v. Irwin Sons, 105 N.H. 279, 198 A.2d 17 (1964).
Plaintiff relies on the proposal of October 3, 1960, and had the burden of proving that it was accepted by the defendant and constituted the agreement determinative of the rights and obligations of the parties. Maloney v. Company, 98 N.H. 78, 81, 82. It sought to recover a balance of $4,278 allegedly due it under the terms of this agreement. Defendant relying on the "Contract" of October 4, 1960, filed a set-off and counterclaim in the amount of $4,600 based on its "Time Limits" clause 9.
"Where, however, there are disputed questions of fact as to the existence and terms of a contract, they should be resolved by the jury."Dillman, 150 N.H. at 434 (emphasis added) (citing Maloney v. Boston Dev. Corp., 98 N.H. 78, 82 (1953)). Even so, "[b]efore such issues can be submitted to the jury, the trial court must determine whether there is any evidence from which a reasonable jury could find a contract between the parties."
A meeting of the minds "is judged by what the parties say or do, by their overt acts, by what they gave each other to understand . . ." Maloney v. Boston Development Corp., 98 N.H. 78, 81 (1953). A party may accept a contract by performance.
Generally, a creditor seeking to establish a claim under state law has the burden of proof. See H B Constr. Co. v. James R. Irwin Sons, Inc., 105 N.H. 279, 281 (1964) (plaintiff had burden of proving the contract was accepted by the defendant and the defendant had the burden of proving the terms of the contract which supported his set-off and counterclaim); Maloney v. Boston Dev. Corp., 98 N.H. 78, 81 (1953) (plaintiff had the burden of producing evidence establishing the intention of the parties and the nature and extent of their obligations under an alleged oral contract). However, where applicable law places the burden on a party other than the creditor, then the burden of proof in an objection to a claim in bankruptcy court rests on the objecting party.
Pursuant to New Hampshire contract law, the party alleging that a contract exists has the burden of producing evidence from which the intention of the parties may be discovered, the nature and extent of their obligations ascertained, and their rights determined. See O'Donnell v. Cray, 109 N.H. 223, 225 (1968) (quoting Maloney v. Boston Dev. Corp., 98 N.H. 78, 81 (1953)); see also H B Constr. Co. v. James R. Irwin Sons, Inc., 105 N.H. 279, 281 (1964). "This is established by what the parties said or did, their overt acts, and what they gave each other to understand.
Because, in one way or another, each agreement was contingent on the other two, they "resulted from a single assent to the whole matter" and "were part of one single undertaking." Maloney v. Boston Development Corp., 98 N.H. 78, 83, 95 A.2d 129 (1953). The trial court correctly noted that each agreement is, on its face, supported by separate consideration. This, however, is not dispositive of whether the agreements are severable.