CONTRACT LAW — Offer and Acceptance — Counter-Offer — Legal Effect
Ratio Decidendi
Per Adekeye, JSC, in Best (Nig) Ltd v. Blackwood Hodge (Nig) Ltd & Ors (2011) NLC-123-31-1999(SC) at pp. 22—23; Paras A—C:
"An offer must be unconditionally and unqualifiedly accepted. Any addition to or subtraction from the terms of the offer is an alteration to the terms and amounts to a total rejection of the offer by the offeree. The terms embedded in the rejection may form the basis for the formation of a new agreement. This is what amounts to a counter-offer. An offer is impliedly rejected if the offeree instead of accepting the original offer makes a counter-offer which varies the terms proposed by the offeror. The legal effect of a counter offer is to repudiate or discharge the original offer so that it cannot subsequently be accepted by the offeree."
Explanation / Scope
This principle establishes that a counter-offer varies the terms of the original offer, amounts to rejection, and discharges the original offer so it cannot later be accepted. The principle applies in contract formation. It ensures that offers are accepted unconditionally. The principle reflects the effect of counter-offers. It prevents subsequent acceptance of a discharged offer. The court must recognize the counter-offer. The principle provides guidance on offer and acceptance.