Mirror Rule

Case Examples

• Additional terms: Under the mirror image rule, any additional paperwork between the parties cannot alter the terms of the contract until after the contract has been formed. In Dorton v. Collins & Aikman Corp., 453 F.2d 1161, 1163 (6th Cir. 1972), a purchaser sent over an arbitration agreement hidden in an informational sheet. The Court found that this constituted a material change to the contract, thereby creating a counteroffer rather than accepting the contract. Id.
• Sale of goods with foreign entities: In VLM Food Trading Int'l, Inc. v. Illinois Trading Co., 811 F.3d 247, 251 (7th Cir. 2016), a Canadian buyer negotiated for the sales of goods. Even though international sale of goods is governed by the U.N. Convention on Contracts for the International Sale of Goods, the mirror image rule still applies, and any material changes to the contract constitute a counteroffer. Id. However, the Seventh Circuit also noted that emails between the parties accepting invoices showed acquiescence to the new terms, thus creating a binding contract. Id.
• Real estate: The mirror image rule also applies to real estate transactions. In Sung v. Hamilton, 676 F. Supp. 2d 990, 999 (D. Haw. 2009), a buyer sued a seller for a home after making changes to an offer. The Court determined that the changes constituted a counteroffer under the mirror rule, as real property law is governed by the common law. Id.