P agreed to sell the D 125 bales of Surat cotton from India that would come from the ship Peerless.
Upon arrival, the D refused to pay for the cotton because it came from a different ship from the one agreed upon although it was still named Peerless.
Procedural History:
Court ruled for D, contract not enforceable.
Issues:
If the parties in a contract think they agree but actually do not without their knowledge, is the contract enforceable?
Holding/Rule:
If there was no consensus ad idem, then there is no binding contract.
If the parties have in mind different subject matters on a critical term of the K and there is no basis for holding one of the parties responsible for knowing the correct term, then there is no contract (no meeting of the minds).
Reasoning:
It appears that two ships named Peerless set sail from Bombay, and the evidence showed that the D meant one ship while the P meant the other. There was no meeting of the minds, so there is no binding contract.
Dissent:
It is immaterial by what ship the cotton was to arrive, as long as it was named Peerless.
Intention is not important unless stated at the time of the contract.
