Minneapolis & St. Louis Railway v. Columbus Rolling-Mill -The Mirror Image Rule

镜像规则

An offer that is unequivocally明确地accepted, creates a contract. But what happen when an offeree attempts to accept a offer while modifying the terms.

Today, we consider that question and learn about The Mirror Image rule by looking at the 1886 case decided by the United States Supreme Court called Minneapolis and St. Louis Railway Company vs Columbus Rolling-Mill Company.

In Minneapolis and St. Louis railway, the plaintiff, a railroad company, sent a letter dated December 5th, to the defendant, the manufacturer requesting price quotes for steel rails.

The letter asked for the prices for 500 to 3,000 tons of steel rails and 2,000 to 5,000 tons of iron rails. The defendant, manufacturer, replied on December 8th, writing that it did not make steel rails but would sell 2,000 to 5,000 tons of iron rails for $54 per gross ton for cash.

On December 16th, the railway company responded by telegram and followed up with a second letter to accept the manufacturers offer for 1,200 tons of iron rails at the quoted price. The manufacturer responded by telegram that it could not book the order at that price.

The railway then sent a telegram accepting the offer to sell 2,000 tons.T he manufacturer did not fill that order either and denied the existence of any contract.

The trial court found, for the defendant, manufacturer, and the instant court affirmed.初审法院判决被告（制造商）胜诉；终审法院维持原判。

So, the central issue in this case is fairly straight forward, was the defendant bound to honor the plaintiff's final acceptance of the offer to sell 2,000 tons of iron rails. The answer is no. The court agreed with the defendant and held that no contract was formed.

The defendant offered to sell 2,000 to 5,000 tons of iron rail to the plaintiff. The plaintiff then attempted to accept the offer by ordering just 1,200 tons, an amount less than the 2,000 ton minimum offered. 1200吨，数量少于要约中的最小数字2000吨。

The court held that, "A proposal to accept, or an acceptance upon terms varying from those offered, is a rejection of the offer承诺中对要约进行变更视为拒绝要约, and puts an end to the negotiation, unless the party who made the original offer renews

it, or assents to the modification suggested." Since the plaintiffs qualified acceptance varied, the number of tons, it was in-law a rejection of the offer. The plaintiff subsequent attempt to accept the defendant's offered to sell 2,000 tons of iron rails was therefore unenforceable because as the Court put it, the other party having once rejected the offer cannot afterward revive it by tendering in acceptance to it.

镜像规则

The holding in Minneapolis and St. Louis Railways is really a classic example of the common law Mirror Image rule普通法的镜像规则. The Mirror Image rule operates with admirable simplicity. Any response by an offeree which varies or adds to the terms of an offer is treated as a counteroffer任何对要约条款的附加内容属于反要约. In turn, that counteroffer terminates or blows up the original offer反要约终止了原要约的效力.

Traditionally, courts have insisted upon a total congruence要约和承诺的完全一致between the offer and acceptance. In other words, the acceptance must be the mirror image of the offer.

So, here's a pop quiz; Ben knowing Alex is looking to sell his car, meets Alex at his home. Alex offers to sell the car for $10,000. After kicking the tires a bit, Ben tells Alex, "I'll take the car with a new air freshener for $10,000." Immediately after Ben finishes the sentence, Carry drives by, leans out the window, and shouts, "I'll take the car for $12,000!" Alex then refuses to sell the car to Ben, who is now willing to take the car, as is, without a new air freshener for $10,000. Is Alex bound to sell the car to Ben? No. Ben's response that he would buy the car and a new air freshener vary the terms of Alex's original offer.Therefore, under the Mirror Image rule, it was not an acceptance, it was a counteroffer. Thus, a rejection that terminated the original offer.

Under the Mirror Image rule, even a non-material variation like an air freshener can be fatal根据镜像规则，甚至是非实质性的变更如车载新风系统也是致命的. The assumption underlying the Mirror Image rule is that if the offer he introduces new or different terms, the offeree does not assent to the offer and further negotiation is required. It would be clearly impermissible for an offeree buyer to accept an offer while at the same time reducing the offer or selling price. But other less important terms are connected to the price. Unilateral changes introduced by the offering might change the offeror's costs or risk.因为单方面的变更会改变要约人的成本并增加其风险The offer might agree to any changes but that should be the offeror's choice. An offeree