Hyde v. Wrench
Rule established
A counter-offer terminates (destroys) the original offer; the original offer cannot thereafter be accepted.
Facts
- Wrench (defendant) offered to sell his farm to Hyde (plaintiff) for £1,200
- Hyde declined this offer
- Wrench then made a second offer to sell for £1,000
- Hyde counter-offered £950
- Wrench considered the counter-offer for a few days, then rejected it
- Hyde then purported to "accept" the original offer of £1,000
Issue
- Whether a person who has made a counter-offer to a proposal can subsequently accept the original proposal?
Held
- Lord Langdale MR held that no binding contract existed
- When Hyde offered £950, this was a counter-offer which had the effect of rejecting and destroying Wrench's original offer of £1,000
- Once the original offer was destroyed by the counter-offer, it ceased to exist
- Hyde could not revive a dead offer by subsequently purporting to accept it
- The claim for specific performance was dismissed
Ratio Decidendi
A counter-offer operates as a rejection of the original offer and simultaneously destroys it. Once an offeree responds with a counter-offer instead of an unconditional acceptance, the original offer ceases to exist and cannot be revived by subsequent purported acceptance. The offeree cannot blow hot and cold; he cannot reject the offer by proposing different terms and then, when those terms are refused, fall back on the original offer.
How to use it in an exam
- Part A: Core authority for: counter-offer terminates original offer.
- Part B: Distinguish from a mere inquiry (which does NOT destroy the offer). Stevenson, Jacques & Co v. McLean (1880): asking "Would you accept £40?" was held to be an inquiry, not a counter-offer.
- Problem questions: "A offers to sell for X; B says 'I'll pay Y'; A says no; B says 'Fine, I accept X'" → Hyde v. Wrench = too late, no contract.
- Relevant to: Mirror image rule; acceptance must be unconditional and identical to the offer.
Source
Source: (1840) 3 Beav 334; 49 ER 132
This is an educational summary, not the judgment itself. Cite the reported version in professional or academic work.