For an instance, Mary has signed a contract to buy a sedan from Raymond. However, just before closing the deal, Raymond decides to make modifications to the terms of agreement. He abruptly decides that extra charges are applicable for the music player with no such mention while sales pitching or signing the contract. It is under these squalid circumstances that the mirror image rule comes into focus. An influential principle in contract law, the mirror image rule states that after an acceptance to a contract, you cannot introduce new or changed terms. Mary can immediately reject the deal without being penalized, unless she chooses to pursue further negotiations and arrive at a new buying consensus. Hence, the moment the original offer turns into a counteroffer, it is no longer binding! In a world where fraud is the new fad, laws need to get tighter to safeguard the interests of the common man. Let’s learn in detail how the mirror image rule promises to grant basic rights to the consumers, as we venture deep into this insightful article.
Mirror Image Rule In Contract Law
Originating right from under the contract laws, the mirror image rule offers great respite to the disillusioned parties of flawed transactions. When modifications are abruptly made to an accepted offer, this impasse is identified as a counteroffer. Counteroffers are characterized by unanticipated alterations to established terms and conditions of an offer or deletion of certain promised items or provision of a replacement you haven’t bargained for.
Suppose, you have ordered and paid for a pink colored cell phone. Unfortunately, the pink models are out of stock. Nonetheless, if you coveted a pink cell phone, you are entitled to exactly that same model! Yet, the relentless seller ships off a blue cell phone which you do not want at all! In this case, the customer is permitted to reject the counteroffer and get back the money or enter a new negotiation if he/she so desires with the dealer/seller.
Various business ventures attempt to carry out their transactions by often violating the terms of a formal contract. People resort to the most profitable deal soon after making counteroffers to the original offers. Fortunately, now they have the mirror image rule to their rescue and vanquish these sorts of travesties. When they choose to negotiate towards a newer agreement instead of calling off the deal, they might require the assistance of a team of specialists that help reach a suitable compromise.
In the United States, the mirror image rule fails to apply for commercial transactions under the Uniform Commercial Code (UCC Section 2-207). An offer and acceptance transaction between two merchants becomes a biding agreement as long as the terms remain unaltered irrespective of the modifications springing up during the acceptance phase. This ensures flexibility within business and keeps merchants at par. The slight modifications are acceptable as long as the business terms do not transform 360 degrees and both parties are left reasonably content.
Take this example: Paul offers to print and sell 300 wedding invitations with a golden border for 2300 to Asha. Asha, having accepted the offer decides that she prefers a silver border. Since Paul didn’t start printing, he must accept the alteration within the contract to keep his business afloat. Besides, the change is rather immaterial. While a merchant possesses the right to use a different carrier for shipping the item at the same price, the transaction is subject to the mirror image rule laws if the merchant decides to ship a completely different item!
Indian laws also provide for ‘the mirror image rule’ stating that “An offer must be accepted exactly as offered and without modifications. A contract is formed, only when the acceptance of an offer is absolute and same as the terms of the offer.” As a seller of rice, say a wholesale buyer approaches you and fixes a deal to buy 50 kilograms of rice at a fixed price, you are then expected to adhere to those terms. If you accept the offer as offered, you have complied with the mirror image rule!
Based on the principle of ‘Last Shot Doctrine’, a counter proposal can pop into existence under the Indian Laws. It purports that each conflicting communication is a counter-offer. Whenever a contract is formed, conclusions and final terms will be derived from the series of communications. However, Courts in India often find it difficult to establish, as to whether or not communication is counter offer which renders it as an endless battle.
Hope you are now well attuned with a complex yet very indispensable law commonly referred to as the Mirror Image Rule. This shall serve as useful to you at some point in your life.