In English law, a counter-offer occurs when an offeree responds to an offer by proposing altered terms, effectively rejecting the original offer and substituting it with a new one.
A counter offer terminates the initial offer, shifting roles – original offeree becomes the offeror, and the original offeror can choose to accept, reject, or counter the new offer.
If a buyer responds to a seller’s price offer with a lower price, this is a counter offer, terminating the original offer and creating a new offer open for acceptance or rejection.
Recognising counter offers helps parties maintain clarity in negotiations, ensuring they are aware when original offers are terminated and when new proposals arise.
You may find our more detailed guide on counter offers helpful.
March 19, 2026
McLean offered to sell iron warrants to Stevenson, open till Monday. Stevenson sent an inquiry about modified terms, which McLean ignored before selling to another party. The court held Stevenson's inquiry was not a counter-offer rejecting the original offer, and their subsequent acceptance created a binding contract. Facts The plaintiff,...
August 28, 2025
Wrench offered to sell his farm to Hyde for £1000. Hyde counter-offered £950, which Wrench rejected. Hyde then purported to accept the original £1000 offer. The court held no contract existed as the counter-offer had destroyed the original offer, establishing the counter-offer rule in contract law. Facts The Defendant, Wrench,...
August 28, 2025
Mr Gibson sought to purchase his council house under a scheme later abandoned by Manchester City Council following a change in political control. The House of Lords held that the council's letter stating they 'may be prepared to sell' did not constitute a legally binding offer capable of acceptance, being...
August 28, 2025
In a 'battle of the forms' dispute, TRW purchased goods from Panasonic. The Court of Appeal held that TRW's conduct in accepting delivery of the goods constituted acceptance of Panasonic's counter-offer, thereby incorporating Panasonic's standard terms, including a German jurisdiction clause. Facts The claimant, TRW Ltd (‘TRW’), an English manufacturer...
August 28, 2025
Tekdata and Amphenol disputed whose standard terms governed contracts for connectors used in Rolls-Royce aero engines. The Court of Appeal held that the traditional offer and acceptance analysis applies in 'battle of forms' cases, meaning the seller's terms on the acknowledgement prevailed unless conduct showed contrary common intention. Facts Tekdata...
August 28, 2025
A 'battle of forms' dispute arose when sellers quoted a price with a price variation clause, but buyers placed an order on their own terms without such a clause. The sellers signed and returned the buyers' acknowledgement slip. The Court of Appeal held the contract was formed on the buyers'...
August 28, 2025
Facts The appellant, Mr. Attwood, agreed to sell his extensive ironworks and coal mines at Corngreaves, Staffordshire, to the respondents, John Small and others, for the sum of £600,000. During the negotiations, Attwood made various statements and representations concerning the property’s costs, output, and earning capacity. The prospective purchasers (the...
April 1, 2026
National Case Law Archive
March 31, 2026
National Case Law Archive
March 31, 2026
National Case Law Archive