ABSTRACT
The battle of forms arises in commercial contracting when merchants exchange conflicting standard (‘boilerplate’) terms yet proceed to perform as if a contract exists. Under classic contract doctrine, acceptance must ‘mirror’ the offer, so any variance creates a counter-offer. This gives rise to competing doctrines: the Mirror Image Rule, the Last-Shot Rule, and the KnockOut Rule. The Mirror Image Rule requires an absolute, unqualified acceptance. The Last-Shot Rule treats the final exchanged form (if unobjected) as the contract. The KnockOut Rule eliminates all conflicting clauses and fills gaps with default terms. This article examines each rule in the context of Bangladesh’s Contract Act, 1872, illustrating with case examples (Bangladeshi, South Asian, international), and analyzing strengths and weaknesses. It then compares how these doctrines operate under the UCC (USA), CISG, PECL, German and French law. Finally, it critiques the limitations of the Contract Act, 1872 for modern commerce and recommends amendments or judicial approaches to adopt a knockout approach in Bangladesh.
Akhter, Lamia and Akter, Mansumee and Jahan, Jubida and Akter, Tania and Khusi, Khursida Jahan and Akter, Achia and Akter, Mst Tania and Salahuddin, Gazi, Battle of Forms under the Contract Act, 1872 (December 10, 2025).
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