At common law, a purported acceptance containing terms which did not "mirror" those of the offer operated as a rejection thereof and amounted to a counteroffer. S.C. Code Ann. § 36-2-207 was designed to abrogate the rather severe consequences of the "mirror image" rule. It provides, in pertinent part that a definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: (a) the offer expressly limits acceptance to the terms of the offer; (b) they materially alter it; or (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
The action arose from the buyer's attempt to purchase the seller's business, a car dealership. The negotiations consisted of an exchange of pre-printed contracts, but a problem arose when the buyer struck out a term of the seller's proffered contract, wrote in a different term, and signed the contract. The seller considered that a counter-offer, which it rejected. The buyer brought an action for breach of contract and specific performance. The trial judge submitted the issue to the jury, which found there was no contract, and the buyer brought an appeal.
Did the trial judge properly submit the issue of the existence of a contract to the jury?
The court held that this was not a "battle of forms" that contained "boilerplate" terms and thus was not subject to S.C. Code Ann. § 36-2-207. Instead, the court held that the parties were engaged in a negotiation and that it was appropriate for the trial court to submit to the jury whether there had been a "meeting of the minds." The court held that the evidence supported the jury's verdict, especially as the written document specifically contained a negotiated provision to the effect that it could not be amended or changed except by an instrument in writing signed by the parties.