Stevenson v McLean (1880) 5 QBD 346

📌 Facts

The defendant, Mr McLean, offered to sell a quantity of iron to the claimants, Stevenson, Jacques & Co. The iron was offered at a price of 40 shillings per ton, payable in cash. Mr McLean stated that the offer would remain open until Monday.

On Monday morning, the claimants sent a telegram asking whether Mr McLean would accept the same price if the iron was instead delivered over two months. They also asked what the longest period for delivery would be.

Mr McLean did not respond to this question and later sold the iron to another buyer. Before the claimants were informed that the iron had been sold, they sent another telegram accepting the original offer. Mr McLean refused to supply the iron and the claimants brought an action for breach of contract.

📌 Issue

The issue was whether the claimants’ first telegram amounted to a counter-offer, which would have rejected and terminated the original offer. This was the decision in Hyde v Wrench [1840].

Alternatively, the court had to decide whether the telegram was merely a request for further information, meaning that the original offer remained open and could still be accepted.

📌 Decision

The court held that the claimants’ first telegram was a request for information rather than a counter-offer. The claimants had not rejected the original offer or proposed definite alternative terms. The original offer therefore remained open and was validly accepted before the claimants received notice that the iron had been sold.

A binding contract had been formed and Mr McLean was liable for breach of contract.

Lush J stated:

There is nothing specific by way of offer or rejection, but a mere inquiry, which should have been answered and not treated as a rejection of the offer.

📌 Analysis

A request for information does not destroy the original offer. The offeree may ask whether the offeror would consider changing the terms without rejecting the offer already made.

The court will examine the wording of the communication to determine whether it is:

• a definite counter-offer, which terminates the original offer; or

• a request for information, which leaves the original offer open.

Distinguishing Hyde v Wrench

In Hyde v Wrench, the offeree effectively said:

"I will buy for £950"

In Stevenson v McLean, the offeree effectively said:

"Would you accept payment over two months?"

At first glance, the cases look similar. However, it is clear that in Hyde v Wrench, there was a clear rejection of the original offer (and a subsequent counter-offer).

In Stevenson v McLean, Stevenson never proposed alternative terms as a replacement for the offer. Instead, Stevenson simply asked whether McLean would be willing to consider different arrangements. This did not reject the original offer. It merely asked whether the seller would be willing to consider an alternative arrangement.

The crucial difference is therefore:

Hyde v Wrench	Stevenson v McLean
Offeree proposed new terms.	Offeree asked a question.
Counter-offer.	Request for information.
Original offer rejected.	Original offer remained open.
No later acceptance possible.	Later acceptance valid.

For more information on counter-offers, please see our Revision Sheet on Offer and Acceptance here.

Commercial Reality

The decision in Stevenson v McLean is generally regarded as commercially sensible. Had the court reached the opposite conclusion, parties would have been discouraged from seeking clarification during negotiations. Simple questions could inadvertently destroy valuable contractual rights.

The case therefore strikes a balance between:

• protecting the offeror from genuine counter-offers; and

• allowing normal commercial discussion to take place.

Further Reading

• Offer and Acceptance Revision Sheet

• Hyde v Wrench Case Summary

• What is a Counter-Offer?