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Case: Minneapolis & St. Louis Rail Co. v. Columbus Rolling Mill Co., 119 U.S.
149 (US, 1886) pg. 325
Facts: · 12/5: Railway company (Plaintiff) sends mill company (Def) letter
requesting iron/steel rails.
· 12/8: Def responds with letter clarifying that it only makes iron
rails. It offers to supply 2K-5K tons of iron rails at $54 per ton. Requests
notification by 12/20.
· 12/16: P “accepts” and orders 1,200 tons at $54.
· 12/18: D rejects.
· 12/19: P tries to go back to old offer, agrees to 2K at $54. Reiterates
at 12/22.
Plaintiff sues for breach of contract, alleging a contract was formed, but def
denies a contract was formed. Trial court returns verdict for defendant,
plaintiff appeals.
RULE: Mirror-Image rule- acceptances must be the mirror image of offers; if not,
they are considered counteroffers and destroy the offer.
Note: This rule is rarely used now.
Restatement (Second) § 59 states that an offer is not invalidated if the
acceptance merely requests a change in terms.
Notes
UCC (not in effect during this case) - abolishes the mirror image rule in the
common law, as it pertain to the sale of goods.
What is the issue here? Sale of goods - iron rails for RR tracks - these are
goods. The issue is the qty of tons of goods
Supreme Court decided negotiations were closed once the def rejected plaintiff's
counteroffer. Counteroffer kills the offer here.
UCC 2-207 -