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Contracts/Mirror image rule: Difference between revisions
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In the law of [[contract]]s, the '''mirror image rule,''' also referred to as an unequivocal and absolute acceptance requirement states that an [[offer and acceptance|offer]] must be accepted exactly without modifications. The offeror is the master of his own offer. An attempt to accept the offer on different terms instead creates a [[counter-offer]], and this constitutes a rejection of the original offer. (Restatement(2d) Contracts §59). | In the law of [[contract]]s, the '''mirror image rule,''' also referred to as an unequivocal and absolute acceptance requirement states that an [[offer and acceptance|offer]] must be accepted exactly without modifications. The offeror is the master of his own offer. An attempt to accept the offer on different terms instead creates a [[counter-offer]], and this constitutes a rejection of the original offer. (Restatement(2d) Contracts §59). | ||
This position is adhered to in [[Australia]] ([[New South Wales]]). If a person were to accept an offer, but make a modification, then they are actually rejecting the offer presented to them and are proposing a counter-offer [Masters v Cameron (1954) 91 CLR 353]. That modifying party is then the one making a new offer, and the original offeror is now the one who has to accept. | |||
In [[ | In the [[United States]], this rule applies in most situations, but it has been altered with respect to [[merchant]]s dealing in the sale of [[goods]] under the [[Uniform Commercial Code]] (UCC Section 2-207). In such situations, an acceptance that does not match the terms of the offer is nonetheless effective as long as the material terms are agreed upon. Example: Marty the T-shirt printer (merchant) offers to make and sell for $100 one thousand yellow T-Shirts, imprinted on the back with "Thank your English teacher!", to Vinny of Vincent's Shirt Barn (merchant). Vinny accepts the offer and writes on the back of the invoice "change to 'Thank your English teachers!'" This constitutes acceptance. The contract will be enforceable in spite of the alteration, because the change is immaterial and both are merchants. The changed or additional terms in the acceptance will become part of an agreement between merchants, unless the offer limits acceptance to the terms of the offer (e.g.,'no substitutions'), the terms materially alter the offer, or the other party objects to the new terms within a reasonable time. (UCC 2-207 (2)(a)-(c)). When both parties are not merchants but the transaction is covered by the UCC (for example, if Vinny agrees to sell T-shirts to a customer who is not a merchant), each additional term becomes a proposal for addition to the contract but not automatically a part of the bargain. (UCC 2-207(2)). | ||
[[Category:Contract law]] | [[Category:Contract law]] | ||
Revision as of 02:35, June 15, 2009
In the law of contracts, the mirror image rule, also referred to as an unequivocal and absolute acceptance requirement states that an offer must be accepted exactly without modifications. The offeror is the master of his own offer. An attempt to accept the offer on different terms instead creates a counter-offer, and this constitutes a rejection of the original offer. (Restatement(2d) Contracts §59).
This position is adhered to in Australia (New South Wales). If a person were to accept an offer, but make a modification, then they are actually rejecting the offer presented to them and are proposing a counter-offer [Masters v Cameron (1954) 91 CLR 353]. That modifying party is then the one making a new offer, and the original offeror is now the one who has to accept.
In the United States, this rule applies in most situations, but it has been altered with respect to merchants dealing in the sale of goods under the Uniform Commercial Code (UCC Section 2-207). In such situations, an acceptance that does not match the terms of the offer is nonetheless effective as long as the material terms are agreed upon. Example: Marty the T-shirt printer (merchant) offers to make and sell for $100 one thousand yellow T-Shirts, imprinted on the back with "Thank your English teacher!", to Vinny of Vincent's Shirt Barn (merchant). Vinny accepts the offer and writes on the back of the invoice "change to 'Thank your English teachers!'" This constitutes acceptance. The contract will be enforceable in spite of the alteration, because the change is immaterial and both are merchants. The changed or additional terms in the acceptance will become part of an agreement between merchants, unless the offer limits acceptance to the terms of the offer (e.g.,'no substitutions'), the terms materially alter the offer, or the other party objects to the new terms within a reasonable time. (UCC 2-207 (2)(a)-(c)). When both parties are not merchants but the transaction is covered by the UCC (for example, if Vinny agrees to sell T-shirts to a customer who is not a merchant), each additional term becomes a proposal for addition to the contract but not automatically a part of the bargain. (UCC 2-207(2)).
