This is a seminal English contract law case establishing the "counter-offer" rule. It confirms that making a counter-proposal to an original offer rejects and extinguishes that original offer, meaning it cannot subsequently be accepted to form a binding contract.
The Original Offer: On June 6, the defendant (Wrench) offered in writing to sell his farm to the plaintiff (Hyde) for £1000.
The Counter-Offer: On June 8, the plaintiff's agent met with the defendant and offered to pay £950 instead.
The Refusal: The defendant took a few days to consider this £950 offer and, on June 27, wrote to the plaintiff refusing it.
The Attempted Acceptance: On June 29, immediately upon receiving the refusal, the plaintiff wrote back agreeing to the original terms of £1000.
The Dispute: The defendant refused to complete the sale, and the plaintiff sued for specific performance, arguing the original offer had not been withdrawn.
Did the plaintiff's counter-offer of £950 destroy the defendant's original offer of £1000?
Could the plaintiff revive the original offer by accepting it after his counter-offer was rejected?
The Master of the Rolls (Lord Langdale) ruled in favour of the defendant, allowing the demurrer. There was no valid binding contract between the parties.
Rejection by Counter-Offer: A counter-offer acts as a rejection of the original offer.
Extinguishment: Once an offer is rejected by a counter-proposal, it is dead and cannot be revived or subsequently accepted by the offeree without the offeror's new consent.
No "Revival": Since the plaintiff rejected the £1000 offer by proposing £950, he could not later unilaterally create a contract by attempting to accept the original terms.