In order that a contract may be valid, it is essential that the minds of the parties meet upon all of the essential elements of the contract sought to be enforced, and the acts to be done must be clear and unambiguous… In order that an offer and acceptance may result in a binding contract, the acceptance must be absolute, unconditional, and identical with the terms of the offer, and must in every respect meet and correspond with the offer; and any qualification of or departure from those terms invalidates and rejects the offer… Where a person offers to do a definite thing, and another accepts conditionally, or introduces a new term into the acceptance, his answer is a mere expression of willingness to treat, or it is a counter proposal, and in neither case is there an agreement.”
3. What was the offer? What was the counteroffer?
4. What is the “mirror image rule” and why did the letters not satisfy the requirements of that rule?
5. What do you think Justice Seabury wanted to see in the final two letters to rule there was a contract?
FRANZ POEL V. THE BRUNSWICK-BALKE-COLLENDER COMPANY OF NEW YORK
Court of Appeals of New York
216 N.Y. 310-November 23, 1915
In this action the plaintiffs sued to recover damages from this defendant for the breach of an executory contract. The plaintiffs are the general partners of the limited partnership of Poel & Arnold. The defendant is a corporation organized under the laws of the state of New York. The theory of the action is that the defendant agreed to accept and pay for certain rubber which the plaintiffs agreed to sell to it, and that the refusal of the defendant to accept and pay for said rubber caused a breach of that contract.