According to Common law, traditionally acceptance is defined as the positive unqualified assent to all terms of the offer. This means that acceptance must be final, unconditional and must be communicated to the offeree in an agreeable mode or a reasonable one. The terms must be accepted without change or conditions.

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In departure from the common law “mirror image rule” who argued as outlined above, the UCC 2 – 207 seeks to alter this rule. This section of UCC states that categorically that a contract can be recognized when acceptance contains other additional or different terms from those of the offeror or an earlier agreement. This is usually the case when offeree’s intention to accept the offer is clearly expressed and that the offeree’s acceptance has no express conditions to the offeror’s assent to the additional or otherwise different terms (

According to this section of the UCC, what could be considered a counter offer under common law turns out to be the acceptance. Therefore, from what is contained in section 2 of the UCC a court will not rule as counter offer a case whereby additional terms have been brought into the contract. Similarly, under the UCC the court can not only consider identical terms and disregard the additional terms. This is because the additional terms in a situation where by there is no express terms as to how the offeree should respond.

Finally a court can add additional turns terms to a contract because section 2-207(2) (b), states that a contract be formed although the acceptance includes a term which may be materially change the offer.

Exercise 2

Proof of intention to accept an offer

To prove the intention to accept an offer by the offeree, the offeror has defense in the following: first, there are rules that relate to acceptance and which must be followed. One of the rules is that anthem offer must be communicated to the offeree in a perceptible manner. The other rule is that acceptance should not be implied from silence unless this has beenshown as the case in previous dealings.

Page 2 Business law Essay

By signing the contract, the offeree is expected to have read and understood the terms of the contract. Signing the contract has bound the offeree to it and this means that he/ she cannot claim to have been joking, have not readthe terms or even never knew that an offer had been made this so because for one to accept the offer he/ she must read and take time to understand the terms of the contract.


Softening of the mirror image rule under the UCC, available at:, ass

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