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.
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
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
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'...
March 9, 2026
National Case Law Archive
March 9, 2026
National Case Law Archive
March 9, 2026
National Case Law Archive