Butler Machine Tool V Ex-Cell-O Corporation.
Counter Offer is an offer made to an original offeror when an offeree in purporting to accept an offer introduces new terms by varying, adding or subtracting from the original terms. A counter offer kills the original offer. Butler Machine Tool v Ex-Cell-O Corporation  1 WLR 401
Ex-Cell-O wished to purchase a machine from Butler. Butler sent out a quotation of £75,535 along with a copy of their standard terms of sale. The terms included a price variation clause and a term that the seller's terms would prevail over any terms submitted by a purchaser. The machine would be delivered in 10 months. Ex-Cell-O put in an order for the machine at the stated price and sent a set of their terms which did not include the price variation clause. The order contained an acknowledgement slip which required a signature by Butler and was to be returned to …show more content…
The offeree accepts by assenting to the terms of the offer. In Fofie v Zanyoh, three administrators of an estate offered in a letter to sell a building out of the estate to the plaintiff argued that he had accepted the offer and made installment payments. The defendant pleaded that that the installments were rent for an earlier agreement. The Supreme Court held that an acceptance of an offer need to be positive evidence by words, in writing or conduct from which acceptance can be inferred by the court.
Communication of Acceptance
For acceptance to be effective, the offeree must communicate it through writing or an overt conduct or expressly in certainty. A case for example is Fofie v Zanyoh.
In postal acceptance the parties are known to negotiating through the post. A contract is formed when the acceptance letter is posted. The contract becomes binding as soon as letter is put in the post box. The decided case is Adams v Lindsell (1818). The court held in this case that a contract is formed the moment the acceptance letter is posted and that it does not matter it is properly addressed or it got missing en route as it was the judgment in Heuthorn v