Ardente v. Horan
Citation: 117 R.I. 254 (1976)
Facts
Ardente made an offer to purchase property from the Horans. The Horans signed the purchase agreement and returned it. Ardente had also sent a letter with the signed agreement asking whether certain items (furniture, etc.) would remain with the property. The Horans refused to include the furniture. Ardente sought specific performance.
Issue
Did the Horans’ signing of the purchase agreement, accompanied by Ardente’s letter about the furniture, constitute a valid acceptance?
Holding
No. The letter accompanying the signed agreement was a conditional acceptance — it added terms to the original offer. A conditional acceptance is a rejection and counter-offer, not a valid acceptance. The Horans had no contract to enforce.
Rule
Mirror image rule / conditional acceptance: An acceptance must be unconditional and mirror the offer exactly. An acceptance that adds new terms or is conditioned on additional terms is a counter-offer (rejection of the original offer), not an acceptance. The offeree cannot accept and simultaneously introduce new conditions.
Significance
- Classic illustration of the mirror image rule for common-law contracts
- Even signing the contract form does not create acceptance if the signing is accompanied by a demand for additional terms
- Distinguished from UCC § 2-207 (Battle of the Forms): under the UCC, a definite expression of acceptance operates as an acceptance even with additional terms; the mirror image rule applies strictly only to common-law contracts
- Shows how careful drafting of acceptance letters is critical in real estate transactions