Poel v. Brunswick-Balke-Collender Co.
COA of NY - 1915 (110 N.E. 619)
- D called P to place a phone order for rubber. P sent D a letter to confirm the transaction. P then sent D a contract stating the terms of the order.
- D sent P a letter asking P to deliver the goods at once. The letter said that the acceptance of the order had to be promptly acknowledged.
- Later, D sent a letter to P saying that they did not want the rubber. P sued D.
- Lower court found for P, contract valid.
- NY COA reversed, found for D, no contract formed.
- Is a contract formed if the terms of acceptance do not directly mirror the terms of the offer?
- A contract is not formed if the terms of acceptance do not directly mirror the terms of the offer.
- When an acceptance sets out different terms than those stated in the offer, the acceptance becomes a counter-offer.
- P did not acknowledge the receipt of the order, so the proposal remained unaccepted.
- Only two courses were open to the D; it could accept or it could reject.
- A proposal to accept the offer it modified or an acceptance subject to other terms and conditions was equivalent to an absolute rejection of the offer made by P.
- None given.
- There is much more flexibility in these cases now; see the UCC.
- This was not necessarily a good result; the mirror image rule has inherent problems.