Acceptance: Mirror Image Rule, UCC & Mailbox Rule

What is the mirror image rule?

Under common law, an acceptance must agree to every term of the offer.

Must an acceptance repeat the exact words of the offer?

No. Words such as “OK,” “Sure,” or “Deal” can indicate agreement to all the offer’s terms.

Under common law, what happens if a purported acceptance is conditional on a new or changed term?

It is a counteroffer rather than an acceptance.

Does a mere request or suggestion necessarily constitute a counteroffer?

No. A request can accompany a valid acceptance if acceptance is not conditional on the requested change.

What effect does a counteroffer generally have on the original offer?

It rejects and terminates the original offer and creates a new offer.

Who may accept a counteroffer?

The original offeror, who becomes the offeree of the counteroffer.

Gina offers Maya $1,000 to paint a sign, and Maya responds “Deal.” Has Maya accepted?

Yes. “Deal” indicates agreement to the terms of Gina’s offer.

If Maya makes a counteroffer and Gina accepts it, is a contract formed?

Yes, assuming the other requirements for contract formation are satisfied.

What types of contracts does UCC Article 2 govern?

Contracts for the sale of goods.

Does the common-law mirror image rule apply under UCC Article 2?

No. A definite and seasonable expression of acceptance can form a contract despite additional or different terms.

When does a response containing additional or different terms fail to operate as an acceptance under UCC Article 2?

When the response expressly makes acceptance conditional on the offeror’s assent to those terms.

Under UCC Article 2, what two questions should you analyze separately when an acceptance adds terms?

Whether a contract was formed and whether the additional terms became part of the contract.

What is a merchant under UCC Article 2?

A person who deals in goods of the kind involved or, by occupation, holds themselves out as having specialized knowledge or skill concerning the goods or practices involved.

How are additional terms treated when one or both parties are not merchants?

They are proposals for additions to the contract and do not become part of it automatically.

How are additional terms generally treated between merchants?

They generally become part of the contract unless an exception applies.

What are the three exceptions that prevent additional terms from automatically becoming part of a contract between merchants?

The offer expressly limits acceptance to its terms; the additional terms materially alter the contract; or the offeror has already objected or objects within a reasonable time.

What is the difference between an additional term and a different term?

An additional term addresses something the offer did not cover; a different term conflicts with a term in the offer.

Are different terms always treated the same as additional terms under UCC Article 2?

No. Courts differ in their treatment of conflicting terms.

Danny offers to sell Priya his car for $2,500. Priya replies, “I’ll take it. Have it washed and vacuumed.” Can a contract be formed?

Yes. Under UCC Article 2, the added terms do not necessarily prevent the response from operating as an acceptance.

If neither Danny nor Priya is a merchant, does Priya’s request to wash and vacuum the car automatically become part of the contract?

No. It is a proposed additional term that requires Danny’s agreement.

Priya replies, “I accept, but only if you wash and vacuum the car.” Does that response itself form a contract?

No. Her acceptance is expressly conditional on assent to the new terms and operates as a counteroffer.

What is the mailbox rule?

An acceptance sent by an authorized means is generally effective upon proper dispatch rather than receipt.

Can a properly dispatched acceptance be effective even if it never reaches the offeror?

Yes, if the mailbox rule applies.

When is a rejection generally effective?

When received by the offeror.

When is a revocation generally effective?

When received by the offeree.

Does the mailbox rule generally apply to rejections and revocations?

No. They generally become effective upon receipt.

The offeree properly mails an acceptance and then sends a rejection. What is the general result?

A contract is formed when the acceptance is dispatched; the later rejection generally does not undo it.

The offeror mails a revocation, but the offeree properly sends an acceptance before receiving it. What is the general result?

A contract is formed because the acceptance is effective upon dispatch and the revocation was not yet effective.

Can an offeror exclude the mailbox rule?

Yes. The offeror can specify that acceptance is effective only upon receipt.

If an offer states “Acceptance is effective only upon receipt,” when is the contract formed?

When the offeror receives the acceptance, assuming the offer is still open.

When is acceptance of an offer contained in an option contract generally effective?

Upon receipt, rather than dispatch.

What should you check first in an acceptance question?

Whether common law or UCC Article 2 applies.

What should you track in a mailbox-rule question?

The order of dispatch and receipt of each communication, the method of acceptance, and any applicable exceptions.