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General Principle:

A counter-offer nullifies the original offer.


Hyde v Wrench (1840) 3 Beav 334


Wrench (the defendant) wrote to Hyde (the claimant). Wrench made an offer to sell Hyde his farm for £1000. The claimant responded promptly. He issued an offer for £950. The defendant took time to consider this. He turned down Hyde’s offer. Wrench went on to sell the farm to another third party. Hyde tried to accept the first offered price of £1000 whilst bringing action against Wrench for breaching the contract when Wrench sold the farm to the third party.


The Court held in Hyde v Wrench held that a contract did not exist because the counter-offer operated as a rejection of the original offer. There was therefore no offer to accept.


In submitting his own offer, Wrench rejected the offer made by Hyde. The original offer had been completely destroyed and it was not something that was open for Hyde to accept.

Hyde v Wrench (1840) 3 Beav 334


On Friday, Angela made an offer to buy Benjamin’s car for £35,000. This was an offer that has been made to Benjamin and he has chosen to reject this offer. It cannot constitute an acceptance because one of the general principles in contract law is that the acceptance must mirror the offer. The “mirror image” principle is that an offer by the offeror must be accepted exactly and without any modifications by the offeree in order for there to be an enforceable contract. This principle was established in Hyde v. Wrench. Using the “mirror image rule” if Angela wants to accept the offer, she must accept it exactly, without any modifications. As Angela has changed the asking price, this becomes the counter offer.

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