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.
Purchasers sought to rescind a sale after discovering the seller’s representations about an ironworks were inaccurate. The House of Lords refused rescission because they had relied on their own extensive independent investigation, establishing that actionable misrepresentation requires actual reliance on the representation.
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' terms, establishing important principles for resolving conflicting standard form contracts.
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 merely an invitation to apply.
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.
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.
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.
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.
September 3, 2026
National Case Law Archive
September 3, 2026
National Case Law Archive
September 3, 2026
National Case Law Archive