In December 2019, a Los Angeles-based bookkeeper was looking for a new co-working office. She happened upon an ad for a Spaces (which operates in the United States as Regus Management Group, LLC) location and scheduled an appointment to see the office.
After touring the office, Spaces' salesperson emailed the bookkeeper (to preserve her anonymity here, let's refer to her pseudonymously as "Barb") a one-page agreement. That one-page agreement, which was drafted solely by Spaces, served as Spaces' offer to Barb to enter into a contract for the co-working office.
Barb signed that agreement that same day, on December 30, 2019. In doing so, Barb thought that she and Regus Management Group, LLC (DBA Spaces) had both given "mutual consent" (a term we will expound on in this article) to the deal.
Since the one-page agreement seemed to be pretty clear as to which party was promising to do what, and since it appeared to be clear that both parties were providing something of value to "seal the deal," Barb had no reason to believe at the time that the contract lacked sufficient consideration.
For this reason, Barb believed at the time that she had entered a valid contract with Regus Management Group, LLC. That was December 2019.
Spaces reduces its on-site operating hours during the COVID-19 pandemic
In March 2020, Regus Management Group, LLC opted to reduce its operating hours for reportedly all of its United States locations, including the Los Angeles Spaces location Barb had contracted to use. Spaces explained this decision as a measured response to the threat of the the COVID-19 pandemic. But, no matter the reason Spaces gave for the reduction, in effect, this meant that Spaces was, to a substantial degree, no longer performing as agreed.
So, at that time, Barb sought to terminate her agreement with Spaces. When Barb issued her termination notice to Spaces, however, she was met with resistance. In the conversations that followed, it became apparent that Regus Management Group, LLC and Barb each had had, and still had, a fundamentally different view as to what the terms of the 12/30/2019 agreement were when the agreement was made. Importantly, to explain each of their respective views, both parties cited the 12/30/2019 agreement document itself, which suggested that the two parties had, on 12/30/2019, drawn different and conflicting interpretations from the language contained in the 12/30/2019 agreement document itself.
In contract formation parlance, Barb's discovery raised the issue of mutual consent.
The issue of mutual consent
In California, normally, anytime that you have offer and acceptance, you would have mutual consent. But there are exceptions to this typical result...