The Mirror Image Rule And Its Application To Contract Law

The mirror image rule and its application to contract law states that an offer and an acceptance must mirror each other or else no contract is formed. This article will discuss the application of the strict common law mirror image rule and the modern version under the Uniform Commercial Code.

Under the common law mirror image rule, in order for a contract to be formed, an acceptance of an offer must be absolute, unconditional, and identical with the terms of the offer. If a person makes an offer and the person to whom the offer is made accepts conditionally or introduces a new term into the acceptance, this amounts to a rejection of the offer and serves as a counter offer which must be accepted before a contract can result.

A good illustration of the strict common law mirror image rule is the Florida appellate case of Montgomery v. English. In this case, English offered to buy the Montgomery’s home and included in the offer a request to purchase several items of personal property. The Montgomerys received the offer and deleted certain items from the personal property section of the contract. English then received the counteroffer but failed to accept the changes made by the Montgomerys in the counteroffer.

Applying the mirror image rule to these facts, the appellate court found that the parties failed to reach an agreement on the terms of the contract and thus no enforceable contract was created. This occurred because of the failure of English to accept the counteroffer made by the Mongomerys with respect to the items of personal property.

The Uniform Commercial Code (the U.C.C.) has relaxed the formality of the common law mirror image rule when merchants are dealing in goods. The U.C.C. allows for the formation of a contract where an acceptance contains additional terms to the offer. These additional terms are construed as proposals for addition to the contract and become terms of the contract unless the offer expressly limits acceptance to the terms of the offer, the additional terms materially alter the offer, or notification of objection to the additional terms has been given or is given within a reasonable time after received.

While such an acceptance would not meet the strict requirements of the common law mirror image rule, the U.C.C. provides a more flexible approach to the formation of contracts so as to facilitate commercial transactions involving merchants dealing in goods.

To conclude, the mirror image rule involves both the classic common law version and the modern version under the U.C.C. In order to determine which version applies, the subject of the contract must be determined. If the contract involves merchants dealing in goods, the modern version under the U.C.C. will apply. If the contract does not involve merchants dealing in goods then the classic common law version of the mirror image rule will apply.