Indian Law: What is the Mirror Image Rule?

According to Indian law, a contract comes into existence only when the acceptance is a mirror image of the offeror’s exact offer. Indian laws provides for ‘the mirror image rule’ that states, an offer must be accepted exactly as offered and without modifications. A contract is formed, only when the acceptance of an offer is absolute and same as the terms of the offer.

Suppose you have a textile shop and some one approaches you with an offer that you should supply 50% of your raw materials to them for a fixed price. If you accept the offer as offered, it amounts to fulfilling the mirror image rule that we have mentioned above.

Under Indian law, an attempt to accept the offer by modifying its terms and conditions, creates a counter-offer. The counter-offer amounts to rejection of the original offer. However, the proposer can be held liable to the term of a contract, if it is proved that by his subsequent conduct, he expressed agreement to the incorporated modifications, by the acceptor.

Indian Law: Concepts of Last Shot Doctrine and Battle of Form

Under Indian Law, a counter proposal can come into existence based on the principle of ‘Last Shot Doctrine.’ According to this principle, each conflicting communication is a counter-offer. In case a contract is formed, it shall be based on the terms of final documents from the series of communications.

The unrestricted nature of electronic records can result in ‘Battle of Form.’ This principle suggests that the parties are likely to exchange incompatible set of standards. This can be explained by an example, such as a customer places an order for a mobile handset via an e-mail, based on standard terms of purchase. The seller accepts the order, but adds his own terms and conditions of sale.

Indian law: Modification of Mirror Image Rule

Courts in India often find it difficult to establish, whether a communication is counter offer or not, in accordance with the prevailing Indian laws. In some cases, it is difficult to judge, whether an offeree is making counter proposal or just asking for detailed information.

Due to the above reasons, the Uniform Commercial Code of America has modified the Rule of Mirror Image. It established that a purported acceptance containing additional or modified terms that do not materially alter the terms of the offer, constitutes a valid acceptance. However, this is only valid unless, the offeror objects to the discrepancy without delay.