Contracts/Mirror image rule: Difference between revisions

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{{Contract law}}
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 with no modifications. The offeror is the master of one's own offer. An attempt to accept the offer on different terms instead creates a [[counter-offer]], and this constitutes a [[Contracts/Termination|rejection of the original offer]].<ref>(Restatement(2d) Contracts §59)</ref>


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).
==Sale of goods (movable items)==
When it comes to the sale of goods, the [[Uniform Commercial Code]] ("UCC") dispenses with the mirror image rule in § [https://www.law.cornell.edu/ucc/2/2-207 2-207] (but it can also be argued that § 2-207(1) enforces the mirror image rule)<ref>Text of § 2-207: https://www.law.cornell.edu/ucc/2/article2.htm#s2-207</ref>.  Therefore, its applicability depends upon what law governs.  Most states have adopted the UCC, which governs transactions in goods.


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.  
Under UCC Section  2-207, modifying the terms of the initial offer is generally considered to be an acceptance & not a counter-offer.


In the [[United States]], this rule 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: Larry the T-shirt printer (merchant) offers to make and sell 1,000 yellow T-Shirts with "Bring the Ruckus" on the back for $100 to Vinny of Vincent's Shirt Barn (merchant). Vinny accepts the offer and writes ''change to "Bring da Ruckus"'' on the back of the invoice to Larry. This constitutes acceptance and 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.,Larry writes: '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, when Vinny agrees to sell t-shirts to a customer), then any additional terms will be proposals for addition to the contract but will not automatically become a part of the bargain. (UCC 2-207(2)).


[[Category:Contract law]]
<span style="background:yellow">Contracts for <u>services or land</u>, for example, would not be governed by the UCC</span>.  The 2nd restatement of contracts also provides that when parties have not agreed to an essential term, "a term which is reasonable in the circumstances is supplied by the court."  However, it may not be possible for a reasonable term to be supplied by the court.
[[Category:Legal doctrines and principles]]
 
[[ko:경상의 원칙]]
==As an equation==
The mirror image rule states,
 
(terms of acceptance) = (terms of offer)
 
==References==
{{reflist}}

Latest revision as of 21:40, September 26, 2023


Contracts Treatise
Table of Contents
Contracts Outline
Introduction and Definitions
Introduction
Definitions
Elements
Contract law in the United States
Contract formation
Parties
Offer
Acceptance
Intention to Bind
Formal requisites
Mailbox rule
Mirror image rule
Invitation to deal
Firm offer
Consideration
Consent
Implication-in-fact
Collateral contract
Modification
Merger
Uniform Commercial Code
Uniform Commercial Code
Course of dealing
Course of performance
UCC-1 financing statement
Uniform Commercial Code adoption
Defenses against formation
Lack of capacity
Duress
Undue influence
Illusory promise
Statute of frauds
Uncertainty
Non est factum
Contract interpretation
Governing law
Construction and Operation
Parol evidence rule
Contract of adhesion
Integration clause
Contra proferentem
Excuses for non-performance
Mistake
Misrepresentation
Frustration of purpose
Impossibility
Impracticability
Illegality
Unclean hands
Unconscionability
Accord and satisfaction
Rights of third parties
Privity of contract
Assignment
Delegation
Novation
Third-party beneficiary
Performance or Breach
Necessity of performance
Sufficiency of performance
Anticipatory repudiation
Cover
Exclusion clause
Efficient breach
Deviation
Fundamental breach
Termination
Termination
Rescission
Termination and rescission
Abrogation and rescission
Subsequent contract
Termination
Forfeiture
Remedies
Restitution
Specific performance
Liquidated damages
Punitive damages
Quasi-contractual obligations
Estoppel
Quantum meruit
Actions
Actions in General
Parties to Action
Pleading
Evidence
Questions of Law and Fact
Instructions
Trial and Judgment

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 with no modifications. The offeror is the master of one's 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.[1]

Sale of goods (movable items)[edit | edit source]

When it comes to the sale of goods, the Uniform Commercial Code ("UCC") dispenses with the mirror image rule in § 2-207 (but it can also be argued that § 2-207(1) enforces the mirror image rule)[2]. Therefore, its applicability depends upon what law governs. Most states have adopted the UCC, which governs transactions in goods.

Under UCC Section 2-207, modifying the terms of the initial offer is generally considered to be an acceptance & not a counter-offer.


Contracts for services or land, for example, would not be governed by the UCC. The 2nd restatement of contracts also provides that when parties have not agreed to an essential term, "a term which is reasonable in the circumstances is supplied by the court." However, it may not be possible for a reasonable term to be supplied by the court.

As an equation[edit | edit source]

The mirror image rule states,

(terms of acceptance) = (terms of offer)

References[edit | edit source]

  1. ↑ (Restatement(2d) Contracts §59)
  2. ↑ Text of § 2-207: https://www.law.cornell.edu/ucc/2/article2.htm#s2-207
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