When Writing Florida Contracts: “The Mirror Image Rule”

Our lawyers in Fort Myers are well-versed in business law and can offer reliable services. Read on to learn what they have to say about the “Mirror Image” rule.

The “Mirror Image Rule” is a very important component of Florida Law. What it means is that during the offer/counteroffer/countercounteroffer, etc. process, be sure both the buyer and seller have initialed ALL of each other’s changes to the contract, otherwise one side could later argue that no contract at all was formed because there was no “meeting of the minds”.

The offer/counteroffer/countercounter, etc. process usually generates a lot of questions at the contracts classes I have taught at realtor associations. And that is with good reason, especially in light of the Florida 5th Circuit Court of Appeals case of Montgomery v. English, 902 So. 2d 836 (2005).

In Montgomery v. English, the buyer submitted an offer to pay the sellers $272,000 for their home. The buyer included in her offer a request to buy several items of the sellers’ personal property and also indicated on the offer that an “As Is” rider was applicable to the transaction.

The sellers made several changes to the document, including:

  • deleting certain items from the personal property section of the contract
  • deleting a provision regarding latent defects
  • deleting a provision regarding building inspections
  • adding a specific “As Is” rider.

The sellers signed their counteroffer and delivered it to the buyer’s real estate agent. The agent took the counteroffer to the buyer, who initialed some, but not all, of the sellers’ suggested changes. Specifically, the buyer did not initial the changes set forth by the sellers in the personal property section of the document or explicitly confirm her acceptance of those terms by cover letter or otherwise. The appellate court held that, applying the “mirror image rule”, as a matter of law, the parties failed to reach an agreement on the terms of the contract and, therefore, no enforceable contract was created.

This is a little scary since many people would be under the mistaken impression that with these set of facts, you would have an enforceable contract with respect to everything except for those changes which the buyer did not initial. But Florida’s “mirror image rule” essentially takes an all or nothing approach to contracts: In order for a contract to be formed, an acceptance of an offer must be absolute, unconditional, and identical with the terms of the offer.

So remember the “mirror image rule” next time you are negotiating a contract.

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By |2020-06-10T06:39:35-04:00June 10th, 2020|Business Law|0 Comments

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