A red maple leaf floating on a calm lake creates a gentle reflection. At first glance, both the leaf and its reflection appear identical. But look a little closer, and you may notice some differences.
I recently covered a similar concept with my business law students at the University of Wisconsin - La Crosse: the mirror image rule.
What is the Mirror Image Rule?
Under traditional contract law, an acceptance must match the terms of the original offer to create a binding agreement. If someone responds to an offer by changing its terms, that response may become a counteroffer rather than an acceptance.
Let’s consider an example:
Imagine you email a painter stating, “I’ll pay you $5,000 to paint the exterior of my home.”
The painter responds, “I can paint your home, but I can’t do the job for less than $7,000.”
You do not respond.
A week later, while you’re away on family vacation, the painter emails you again, this time stating, “I’ve changed my mind. I can do the work for $5,000.”
Again, you do not respond.
Nevertheless, the painter shows up, completes the work… and sends you an invoice for $5,000.
Do you have a contract?
Under the traditional mirror image rule, the painter’s response of $7,000 ordinarily terminates your original $5,000 offer. The painter’s later change of mind does not automatically “revive” your original offer, and without a new agreement, the painter cannot simply rely on your initial email to establish a contract.
Other legal considerations may arise when work is performed, but we’ll save those for another day (or perhaps a law school classroom).
Does this apply to every contract?
Not necessarily. Contracts for the sale of goods are generally governed under Article 2 of the Uniform Commercial Code (UCC), which provides different rules for acceptances containing additional or different terms.
Why does this matter?
Whether you’re negotiating a business agreement, hiring a contractor, or simply negotiating back and forth, small changes can affect whether an agreement has been reached. The takeaway? It’s important to make sure everyone understands and agrees to the terms before assuming you have a deal.
-Nate Kennedy, JD, MBA
About the Author
Nate is the founder of NK Law PLLC, and proudly serves clients in Rochester and throughout Minnesota.
Disclaimer: This article is for general information purposes only and does not constitute legal advice. Reading this article does not create an attorney-client relationship.
For advice specific to your situation, please call to make an appointment with Nate.