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Minneapolis & St. Louis Railway Co. v. Columbus Rolling-Mill Co

    Brief Fact Summary. Defendant offered to sell 2000 to 5000 tons of 50 lb iron rails, to Plaintiff, which was to be accepted by December 20, 1879, to be valid. On December 16, 1879 plaintiff wrote defendant ordering 1200 tons of rails. Defendant responded that the order could not be taken at the agreed upon price and Plaintiff sued for performance.

    Synopsis of Rule of Law. This case illustrates the Mirror Image Rule. When an offer is made, the acceptance must mirror the offer to be valid.

    Facts. The Plaintiff, Minneapolis & St. Louis Railway Co. (Plaintiff), approached the Defendant, Columbus Rolling-Mill Co. (Defendant), for a quote on iron rails to be delivered in March of 1880. Defendant replied with an offer to sell 2000 to 5000 tons of 50 lb rails, which was to be accepted by December 20, 1879, to be valid. On December 16, 1879 plaintiff wrote defendant ordering 1200 tons of rails. Defendant responded that the order could not be taken at the agreed upon price and Plaintiff sued for performance.
    When Plaintiff failed to accept Defendant’s offer on its face, Plaintiff later tried to accept under the original terms of 2000 to 5000 tons. The trial court found that the Plaintiff’s acceptance was not valid and that mutual assent had not been reached. Plaintiffs appealed.

    Issue. The issue presented herein is whether the Plaintiff made a valid acceptance when it accepted Defendant’s terms subsequent to their attempt to change the offered terms.

    Held. Judgment Affirmed.
    Because Plaintiff tried to change the terms of the offer, their telegram and letter of December 16, 1879 constituted a rejection of Defendant’s offer on its terms. Because Defendant did not accept the new terms presented by Plaintiff, the negotiations ended. When Plaintiff then tried to accept Defendant’s original offer, the offer was no longer on the table.

    Discussion. This case illustrates the importance of the form of an offer and acceptance, in order for mutual assent to be reached. If an offer is made and by its terms is to be accepted on its face, any modification of the terms constitutes a rejection of the offer. Additionally, consider the notion of The Battle of the Forms. In this case, competing letters and telegrams were used by the parties in trying to prove their cases, but it was clear that there was a disagreement as to the quantities of rails to be ordered. It is often the case that the disagreement is not so clear and competing documents could strengthen the cases of either party. In such a situation, the mirror image rule becomes more important in trying to determine whether a valid offer and acceptance have been made.
    It is important to note that UCC Section:2-207 changed the common law mirror image rule, allowing “a definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance, even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional terms.”


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