L6. Agreement: Acceptance (Offers, Counter
offers, RFIs, Conduct & Silence
The Court of Appeal defines acceptance to be ‘a final and unqualified
expression of assent to the terms of the offer.’
They see acceptance as a ‘mirror image response’ which shows full
and clear acceptance.
Acceptance is very clear and simple, however there are a few issues and
complications you may come across.
Counter-offers
Leading case: Hyde v Wrench (1840)
This case is all about the sale of a farm. On the 6th June 1840, the
defendant Mr Wrench offered to sell his farm to Mr Hyde for £1000. Mr
Hyde then replied with a counter-offer saying he’d buy it for £950. Some
time went by and then on the 27th June Mr Wrench rejected Mr Hydes
counteroffer.
On the 29th June, Mr Hyde had a change of heart and he tried to accept
the original offer to sell for £1000. My Hyde saw an offer for specific
performance of the contract so he saw to enforce the contract at £1000.
However, the courts were unable to enforce this contract as Mr Hyde
killed off the offer with his counteroffer and therefore the contract was no
longer an acceptance. However, My Wrench was unable to accept this
new offer of £1000 because he had already sold the farm to someone
else. So the consequence was that there was no contract between the two
parties.
Rationale behind this case
This prevents the counter offeror having the best of both worlds. They are
unable to try counteroffer with a lower offer but also keep the original
offer open for acceptance if they wish. The courts didn’t want that.
The effects of a counter offer is two-fold:
⁃ Firstly, it rejects the original offer and extinguishes it. You are
unable to go back to that original offer.
⁃ Secondly, it is itself a new offer which will be capable of acceptance.
Requests for Further Information
Leading Case: Stevenson, Jacques & Co v McLean (1880)
This case is about the sale of iron. The defendant wrote to the plaintiff and
stated that he would accept 40 shillings net cash per tonne of iron.
The plaintiff responded saying ‘please wire if you would accept 40 for
delivery over 2 months or if not the longest limit you’d give.’ A while went
by and the plaintiff received no response, therefore he accepted the
original offer of the inquiry, however the defendant had already sold it to
someone else, and so they went to court over this.
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