R2d § 58

Necessity of Acceptance Complying with Terms of Offer

R2d § 58 Necessity of Acceptance Complying with Terms of Offer
An acceptance must comply with the requirements of the offer as to the promise to be made or the performance to be rendered.

Professor's notes

Element: an acceptance must comply with the requirements of the offer as to the promise to be made or the performance to be rendered. This is the common-law mirror image rule.

Flender v. Tippins operationalizes the rule's collision with modern commerce: exchanged forms with conflicting forum clauses force the court into UCC § 2-207 territory and the knock-out rule.

Common misunderstanding: students think § 58 still controls modern dealmaking. For goods, UCC § 2-207 displaces it almost entirely. § 58 survives in services contracts and in the "last shot" rule when performance follows non-matching forms outside the UCC. Frame § 58 as the rule that 2-207 was a takanah to fix.

Cases that operationalize this rule

Text

R2d § 58. Necessity of Acceptance Complying with Terms of Offer.

An acceptance must comply with the requirements of the offer as to the promise to be made or the performance to be rendered.