Imagine someone offers to sell you a car for GH¢100,000.
You like the car, but you think the price is a little high.
So you ask:
“Would you take GH¢90,000?”
You haven’t actually said no to the GH¢100,000.
You’re just asking.
But what if, legally, that question means you have rejected the original offer?
That is where things can get interesting.
Under contract law, a response that changes the terms of an offer is generally treated as a counter-offer. And a counter-offer is not simply another way of saying, “Let me think about it.” It amounts to a rejection of the original offer.
This principle is illustrated by Hyde v Wrench.
Mr Wrench offered to sell his farm to Mr Hyde for £1,000. Hyde did not accept. Instead, he asked whether Wrench would accept £950.
Wrench refused.
Hyde later changed his mind and said he would take the farm for the original £1,000.
There was just one problem.
Wrench no longer wanted to sell.
Hyde went to court, but he did not get the result he wanted. The court held that there was no binding contract.
Why?
Because Hyde’s proposal to buy the farm for £950 was a counter-offer. By making that counter-offer, he had rejected Wrench’s original offer of £1,000.
So when Hyde later tried to accept the original £1,000 offer, there was nothing left to accept.
At first, this can feel a little harsh.
After all, Hyde had not said, “I don’t want your farm.”
He had simply tried to negotiate the price.
But contract law has to draw a line somewhere. If every negotiation left the original offer hanging indefinitely, it would become difficult to know when an offer had actually been accepted or rejected.
But here’s where things get more interesting.
Not every question amounts to a counter-offer.
Consider Stevenson v Maclean.
Maclean offered to sell iron to Stevenson at a particular price. Stevenson did not respond by proposing a different price. Instead, he asked about the arrangements for delivery and payment.
Maclean treated the question as though Stevenson had made a counter-offer and proceeded to sell the iron to someone else.
Stevenson later communicated his acceptance of the original offer.
The court found that Stevenson’s earlier communication was a mere inquiry, not a counter-offer.
And this distinction is important.
There is a difference between saying:
“Will you take GH¢90,000 instead?”
and asking:
“Can we discuss the payment arrangements?”
The first proposes a different deal.
The second simply asks for more information about the existing deal.
That difference may seem small, but legally, it can be the difference between rejecting an offer and keeping it alive.
And this is where I think contract law gets particularly interesting.
In everyday conversations, we negotiate constantly without thinking about the legal consequences of every sentence.
Someone says, “I’ll sell it to you for GH¢5,000.”
You reply, “That’s a bit much. Could you do GH¢4,500?”
It feels like a normal conversation.
But legally, you may have just changed the entire position.
The safest lesson is not that you should stop negotiating. Negotiation is perfectly normal.
It is that your words matter.
If you genuinely want to keep an offer open while asking questions, make it clear that you are asking rather than rejecting.
There is a big difference between:
“Can I pay in installments?”
and
“I won’t take it at that price. I’ll give you GH¢4,500.”
The first may be an inquiry.
The second is much more likely to be treated as a counter-offer.
So, the next time you’re negotiating a price and you ask, “Can you do better?”, remember Hyde v Wrench.
And if you’re simply trying to understand the terms before deciding, remember Stevenson v Maclean.
Because sometimes, “I didn’t say no. I just asked” can be the difference between having a deal and having no deal at all.