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Contract law |
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Part of the common law series |
Contract formation |
Defenses against formation |
Contract interpretation |
Excuses for non-performance |
Rights of third parties |
Breach of contract |
Remedies |
Quasi-contractual obligations |
Related areas of law |
Other common law areas |
In the law of contracts, the mirror image rule, also referred to as an unequivocal and absolute acceptance requirement, states that an offer must be accepted exactly with no modifications. [1] The offeror is the master of their own offer. An attempt to accept the offer on different terms instead creates a counter-offer, and this constitutes a rejection of the original offer. [2]
The English common law established the concepts of consensus ad idem , offer, acceptance and counter-offer. The leading case on counter-offer is Hyde v Wrench [1840]. [3] The phrase "Mirror-Image Rule" is rarely (if at all) used by English lawyers; but the concept remains valid, as in Gibson v Manchester City Council [1979], [4] and Butler Machine Tool v Excello . [5]
This position is adhered to in Australia (New South Wales). If a person were to accept an offer, but make a modification, then they are actually rejecting the offer presented to them and are proposing a counter-offer: Masters v Cameron (1954) 91 CLR 353. That modifying party is then the one making a new offer, and the original offeror is now the one who has to accept.
In the United States, this rule still exists at common law. However, the Uniform Commercial Code ("UCC") dispenses with it in § 2-207 (but it can also be argued that § 2-207(1) enforces the mirror image rule). [6] Therefore, its applicability depends upon what law governs. Most states have adopted the UCC, which governs transactions in goods. Contracts for services or land, for example, would not be governed by the UCC. The 2nd restatement of contracts also provides that when parties have not agreed to an essential term, "a term which is reasonable in the circumstances is supplied by the court." However, it may not be possible for a reasonable term to be supplied by the court.
The statute of frauds is the requirement that certain kinds of contracts be memorialized in writing, signed by the party against whom they are to be enforced, with sufficient content to evidence the contract.
The Uniform Commercial Code (UCC), first published in 1952, is one of a number of Uniform Acts that have been established as law with the goal of harmonizing the laws of sales and other commercial transactions across the United States through UCC adoption by all 50 states, the District of Columbia, and the Territories of the United States.
An option contract, or simply option, is defined as "a promise which meets the requirements for the formation of a contract and limits the promisor's power to revoke an offer".
The posting rule is an exception to the general rule of contract law in common law countries that acceptance of an offer takes place when communicated. Under the posting rule, that acceptance takes effect when a letter is posted. In plain English, the "meeting of the minds" necessary to contract formation occurs at the exact moment word of acceptance is sent via post by the person accepting it, rather than when that acceptance is received by the person who offered the contract.
Offer and acceptance are generally recognised as essential requirements for the formation of a contract, and analysis of their operation is a traditional approach in contract law. The offer and acceptance formula, developed in the 19th century, identifies a moment of formation when the parties are of one mind. This classical approach to contract formation has been modified by developments in the law of estoppel, misleading conduct, misrepresentation, unjust enrichment, and power of acceptance.
The United Nations Convention on Contracts for the International Sale of Goods (CISG), sometimes known as the Vienna Convention, is a multilateral treaty that establishes a uniform framework for international commerce. As of 2022, it has been ratified by 94 countries, representing two-thirds of world trade.
Reasonable time is that amount of time which is fairly necessary, conveniently, to do whatever is required to be done, as soon as circumstances permit.
A firm offer is an offer that will remain open for a certain period or until a certain time or occurrence of a certain event, during which it is incapable of being revoked. As a general rule, all offers are revocable at any time prior to acceptance, even those offers that purport to be irrevocable on their face.
Butler Machine Tool Co Ltd v Ex-Cell-O Corp (England) Ltd [1977] EWCA Civ 9 is a leading English contract law case. It concerns the problem found among some large businesses, with each side attempting to get their preferred standard form agreements to be the basis for a contract.
The Restatement (Second) of the Law of Contracts is a legal treatise from the second series of the Restatements of the Law, and seeks to inform judges and lawyers about general principles of contract common law. It is one of the best-recognized and frequently cited legal treatises in all of American jurisprudence. Every first-year law student in the United States is exposed to it, and it is a frequently cited non-binding authority in all of U.S. common law in the areas of contracts and commercial transactions. It is a work without peer in terms of overall influence and recognition among the bar and bench, with the possible exception of the Restatement of Torts. The American Law Institute began work on the second edition in 1962 and completed it in 1979; the version in use at present has a copyright year of 1981.
English contract law is the body of law that regulates legally binding agreements in England and Wales. With its roots in the lex mercatoria and the activism of the judiciary during the industrial revolution, it shares a heritage with countries across the Commonwealth, from membership in the European Union, continuing membership in Unidroit, and to a lesser extent the United States. Any agreement that is enforceable in court is a contract. A contract is a voluntary obligation, contrasting to the duty to not violate others rights in tort or unjust enrichment. English law places a high value on ensuring people have truly consented to the deals that bind them in court, so long as they comply with statutory and human rights.
Gibson v Manchester City Council[1979] UKHL 6 is an English contract law case in which the House of Lords strongly reasserted that agreement only exists when there is a clear offer mirrored by a clear acceptance.
In English contract law, an agreement establishes the first stage in the existence of a contract. The three main elements of contractual formation are whether there is (1) offer and acceptance (agreement) (2) consideration (3) an intention to be legally bound.
A contract is a legally enforceable agreement that creates, defines, and governs mutual rights and obligations among its parties. A contract typically involves the transfer of goods, services, money, or a promise to transfer any of those at a future date. In the event of a breach of contract, the injured party may seek judicial remedies such as damages or rescission. Contract law, the field of the law of obligations concerned with contracts, is based on the principle that agreements must be honoured.
Stevenson, Jaques, & Co v McLean [1880] 5 QBD 346 is an English contract law case concerning the rules on communication of acceptance by telegraph. Its approach contrasts to the postal rule.
Contract law regulates the obligations established by agreement, whether express or implied, between private parties in the United States. The law of contracts varies from state to state; there is nationwide federal contract law in certain areas, such as contracts entered into pursuant to Federal Reclamation Law.
Hyde v Wrench [1840] EWHC Ch J90 is a leading English contract law case on the issue of counter-offers and their relation to initial offers. In it Lord Langdale ruled that any counter-offer cancels the original offer.
Angel v. Murray, 113 R.I. 482, 322 A.2d 630 (1974), was a case decided by the Rhode Island Supreme Court that first accepted the rule articulated in the Uniform Commercial Code §2-209(1) and the Restatement Second of Contracts §89(a) that the modification of a contract does not require its own consideration if the modification was made in good faith and was voluntarily accepted by both parties.
Power of acceptance is a concept of contract law. It refers to the power vested in the offeree by the offeror through the offer being made. It is used to determine whether the acceptance of an offer is valid.
Ever-Tite Roofing Corporation v. Green 83 So. 2d 449 is an American contract law case. It is commonly taught to first year law students.