Under the mirror image rule, what happens if the offeree proposes a modification to the offer terms?

Under the mirror image rule, what happens if the offeree proposes a modification to the offer terms?

• A. Acceptance by silence is allowed
• B. It becomes a counteroffer, not an acceptance
• C. It forms a binding contract regardless
• D. It is treated as a request for clarification

Answer: (B)

Under the mirror image rule, acceptance must exactly match the terms of the offer. If the offeree proposes a modification, that response does not accept the offer; it creates a counteroffer, which terminates the original offer. The contract only comes into existence if the offeror later accepts the exact terms of that counteroffer. For example, if someone offers to sell for $10,000 and the other party says, “I’ll pay $9,000,” there is no contract yet—the response operates as a new offer. Silence or a request for clarification does not equal acceptance; true acceptance must mirror the terms. (If this involved goods under the UCC, there are some exceptions, but under the traditional mirror image rule this modification leads to a counteroffer.)

Under the mirror image rule, acceptance must exactly match the terms of the offer. If the offeree proposes a modification, that response does not accept the offer; it creates a counteroffer, which terminates the original offer. The contract only comes into existence if the offeror later accepts the exact terms of that counteroffer. For example, if someone offers to sell for $10,000 and the other party says, “I’ll pay $9,000,” there is no contract yet—the response operates as a new offer. Silence or a request for clarification does not equal acceptance; true acceptance must mirror the terms. (If this involved goods under the UCC, there are some exceptions, but under the traditional mirror image rule this modification leads to a counteroffer.)