Mirror image rule

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Contract Law
Part of the common law series
Contract
Contract formation
Offer and acceptance  · Mailbox rule
Mirror image rule  · Invitation to treat
Firm offer  · Consideration
Defenses against formation
Lack of capacity to contract
Duress  · Undue influence
Illusory promise  · Statute of frauds
Non est factum
Contract interpretation
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
Breach of contract
Anticipatory repudiation  · Cover
Exclusion clause  · Efficient breach
Fundamental breach
Remedies
Specific performance
Liquidated damages
Penal damages  · Rescission
Quasi-contractual obligations
Promissory estoppel
Quantum meruit
Subsets: Conflict of law
Commercial law
Other areas of the common law
Tort law  · Property law
Wills and trusts
Criminal law  · Evidence

In the law of contracts, the mirror image rule 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).

In the United States, this rule 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 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. 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.,'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)).


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