Hyde v Wrench (1840) 3 Beav 334
Facts
Wrench offered to sell his farm to Hyde for £1,000. Hyde did not accept that price unconditionally. Instead, he proposed buying the farm for £950, which Wrench refused. Hyde then stated that he would accept the original £1,000 proposal. Wrench declined to proceed, and Hyde sought to enforce a sale on those terms. The dispute concerned whether the first offer remained available after the lower counteroffer had been made and rejected. There was no separate renewal of the seller's original proposal before the purported acceptance.
Legal Issue
Did the buyer's counteroffer of £950 reject the original £1,000 offer, preventing him from later accepting that original proposal without renewal?
Held
Lord Langdale held that no binding agreement to buy the farm had been made. The seller's proposal at £1,000 could have been accepted while it remained available, but the buyer instead proposed £950. That was a counteroffer, not an unconditional acceptance. By proposing the substituted bargain, the buyer rejected the original offer. Once the seller refused the counteroffer, the buyer could not restore the previous proposal merely by announcing acceptance of £1,000. The seller had not renewed it. The claim for enforcement consequently failed. The reasoning concerns a genuine counteroffer; a request for information may leave the original offer open and must be distinguished on its wording.
⭐ Legal Principle
A counteroffer rejects the original offer and proposes a different bargain. The original offer cannot thereafter be accepted unless renewed. Distinguish a counteroffer from a mere enquiry, which may seek clarification without rejecting the existing proposal or substituting new terms.
Significance
Hyde is the starting point for analysing negotiations containing successive prices or conditions. Its lesson is about the legal effect of the response, not simply the order in which messages were sent. Compare Stevenson, Jacques & Co v McLean, where an enquiry did not amount to rejection. In a problem, explain objectively whether the response substitutes a bargain or asks for information, then identify which offer remains capable of acceptance. A later attempt to agree an earlier price does not itself revive a rejected offer.
Common exam questions about this case
Why did offering £950 prevent acceptance of £1,000?
The £950 response proposed a different bargain and therefore rejected the seller's £1,000 offer. After the counteroffer was refused, the original proposal was no longer open. The buyer's later willingness to pay the original price could not impose a contract without the seller renewing or accepting an offer.
Would a question about payment arrangements necessarily have the same effect?
No. A question may merely seek information while leaving the original offer intact. Its objective meaning matters. If the response makes acceptance conditional on changed arrangements, it may instead be a counteroffer. Hyde must therefore be applied alongside the distinction between substituted terms and enquiries.
Could the parties still contract at £1,000 after the rejection?
Yes, if their later communications established fresh agreement at that price. Hyde prevents unilateral revival of the rejected offer; it does not prohibit the same terms being offered again. Identify a renewed offer and valid acceptance rather than treating the earlier rejection as a permanent ban on contracting.