The UCC essentially dispenses with the application of the common law rule of the mirror image to the sale of goods between traders. If John accepts Suzanne`s counter-offer, it is the «meeting of the spirits» or a contract is concluded (the mirror image rule applies). We`ll define a mirror image rule, look at this common law legal concept, as it applies when a transaction is regulated by the UCC, how it affects the enforceability of contracts, and much more. The mirror image rule is a term in contract law. This means that when you say «yes» to an offer, it becomes the basis of a contract, so you accept that offer exactly as it is – without changes or modifications. Therefore, acceptance must reflect the offer. Otherwise, there is no contract. If the recipient accepts the offer with modifications (acceptance is not a mirror of the offer), it legally means that the initial offer has been rejected and a counter-offer has been made. The principle behind this rule is that what is offered is exactly what is accepted, and then contractually written to reflect that. It is also known as the «absolute acceptance» rule, which means that the exact terms that are offered are the exact terms that are accepted to create a contract. The law of the mirror image rule states that a contract is formed when one person makes an offer to another person to be legally bound by certain conditions and the other party accepts the offer «as is». A mirror image rule in contract law is the doctrine that acceptance of the offer must specifically comply with the terms of the offer.
The CDU is a law that provides an exception to the mirror image rules for traders selling goods. A contract is concluded when the «mirror image rule» applies. The mirror image rule means that when you accept a deal, you do so based on the exact terms of the initial offer. The mirror image rule is a common law concept that governs the conclusion of a contract and helps define when a contract is formed and becomes legally binding. In the United States, this rule still exists at common law. However, the Uniform Commercial Code («UCC») dispenses with this in § 2-207. (However, it can also be argued that Article 2-207(1) applies the mirror image rule) [6] Therefore, their applicability depends on the applicable law. Most states have adopted the UCC, which regulates the movement of goods. For example, contracts for services or land would not be regulated by the UCC.
The 2nd reformulation of contracts also provides that if the parties have not agreed on an essential clause, «a clause appropriate to the circumstances shall be provided by the court». However, the court may not be able to set a reasonable time frame. Since the term «mirror image rule» is rarely (if ever) used in the UK, you may also recognise the concept as `mutual agreement`, `mutual consent`, `meeting of heads` or `consensus publicity element`. Regardless of the label used, the concept itself is the same. Contracts that are not primarily used for the sale of goods may be subject to rules resulting from the reformulation of contracts. Reprocessing offers the mirror image rule to accept an offer. This rule states that the acceptance of an offer must take place exactly as required by the supplier. That is, acceptance must reflect the offer. If the recipient adds new conditions to the acceptance, it is not really an acceptance.
Acceptance with delving or additional terms constitutes a counter-offer. At that time, the mirror image rule was not respected. Because even if they have accepted some of the terms of your offer, their acceptance does not reflect it, and they are asking for a change. In fact, they are making a counter-offer. Therefore, the mirror image rule applies to the sale of goods with non-traders or to contracts that do not involve the sale of goods. The requirement for an objective perspective is important in cases where one party claims that an offer has not been accepted and attempts to take advantage of the performance of the other party. Here we can apply the test of whether a reasonable spectator (a «fly on the wall») would have perceived that the party had implicitly accepted the offer out of behaviour. If a contractor makes you an offer to renovate your home for $20,000 and gives you details of what is included in the offer by accepting the offer without modifications, a contract is made based on the mirror image rule. Of course, there are some exceptions to the UDC mirror image rule, for example if: If the mirror image rule does not apply, in most cases the parties can essentially end their negotiations and leave without further obligations.
Although the mirror image rule exists in American common law, the mirror rule is waived under section 2-207 of the UCC. Contracts subject to the rules arising from the reformulation of contracts are subject to the mirror image rule. Why do you think of the mirror image rule? Are you concerned that a slight deviation in an acceptance could actually reject a contract? Why or why not? What if that was not the intention of the parties when concluding the contract? Section 2-207 of the CDU entitled «Additional Conditions of Acceptance or Confirmation» replaces the mirror image rule in transactions to which the CDU applies. An offer can only form the basis of a binding contract if it contains the essential contractual conditions. For example, as a minimum requirement for sales contracts, a valid offer must contain at least the following 4 conditions: delivery date, price, payment terms, which include the payment date and a detailed description of the item offered, including a reasonable description of the condition or nature of the service. If the minimum requirements are not met, an offer to sell is not considered by the courts as a legal offer, but as advertising. Under Dutch law, an advertisement is in most cases an invitation to submit a tender rather than an offer. [4] American Contract Law I (and its sister course, Contracts II) provides a comprehensive overview of contract law in the United States. The course covers most of the key concepts found in a first-year law course. Each conference is based on one or more common law cases and integrates legal doctrines into policy discussions.
The course also covers key sections of the Uniform Commercial Code (UCC), which regulates the sale of goods. By the end of the course, the learner should be able to understand: Education: How to create a valid and enforceable contract, including concepts such as offering, accepting, counterparty, and forfeiture of the promissory note. Minneapolis and S. L. Ry. v. Columbus Rolling Mill is another piece of case law that has ruled on the mirror image rule. This was a legal action brought by a railway undertaking against a manufacturing company.
The Minneapolis & St Louis Railway Co.bat Columbus Rolling Mill Co. in March 1880 for an offer to supply iron rails. With the acceptance of the offer, the mirror image rule applies and a contract is legally concluded. A clearly accepted offer creates a contract. But what if a recipient tries to accept an offer while changing the terms? Today we will examine this question and learn the mirror image rule by examining the 1886 case Minneapolis and St. Louis Railway Company v. Columbus Rolling-Mill Company decided by the U.S. Supreme Court. In the Minneapolis and St. Louis Railroad, the plaintiff, a railroad company, sent a letter dated December 5 to the defendant, a manufacturer, requesting price quotes for the steel rails. The letter demanded prices for 500 to 3,000 tons of steel rails and 2,000 to 5,000 tons of iron rails. The defendant manufacturer responded on December 8, writing that it did not manufacture steel rails but would sell 2,000 to 5,000 tonnes of iron rails for $54 per gross tonne in cash.
16. In December, the railway replied by telegram and followed with a second letter accepting the manufacturer`s offer for 1,200 tonnes of rail at the indicated price. The manufacturer replied by telegram that it could not reserve the order at this price. The railway then sent a telegram in which it accepted the offer to sell 2,000 tons. The manufacturer also failed to comply with this order and denied the existence of a contract. The trial court made a finding of production for the defendant and the immediate court confirmed. The central question in this case is therefore quite simple. Was the defendant obliged to respect the final acceptance of the plaintiff`s offer to sell 2,000 tonnes of iron rails? And the answer is no. The court agreed with the defendant and concluded that no contract had been concluded. The defendant offered the plaintiff to sell 2,000 to 5,000 tons of iron and rail.
The applicant then attempted to accept the offer by ordering only 1,200 tonnes, less than the required minimum of 2,000 tonnes. The tribunal concluded that «a proposal to accept or accept on terms different from those offered constitutes a rejection of the offer and terminates the negotiation unless the party who made the original offer renews it or accepts the proposed modification.» Since the applicant`s conditional acceptance varied the number of tonnes, this was legally a rejection of the offer. The plaintiff`s subsequent attempt to accept the defendant`s offer to sell 2,000 tonnes of rail was therefore inapplicable because the other party, which had rejected the offer once, could not revive it later by accepting it.