Rejection of an offer terminates the offer. You cannot reject an offer and then later accept it. The very same rule applies to counter offers. A counter offer revokes the original offer. Thus, a seller cannot counter the buyer’s offer seeking more money and, when the buyer rejects the counter, then turns around and accept the original offer. Similarly, a buyer may not counter a seller’s counter offer and, when their counter is rejected, try to go back to the seller’s counter offer. Notwithstanding these most basic rules of offer and acceptances, both buyers and sellers will sometimes try to counter and, when that goes nowhere, try to accept the original offer.

Counter offers can sometimes be confused for “grumbling assent” or “counter inquiry.” Grumbling assent is acceptance with some comment like: “I accept but still think the price is too high.” A counter inquiry is acceptance with a proposal for new terms. For instance: “I accept but would you consider less money?” A grumbling assent or counter inquiry is not a counter offer, it is acceptance. The key here is clear acceptance and a request or comment, not a demand or other statement that would call into question the willingness to proceed with the terms proposed in the offer.

This same issue of request versus demand is central to understanding the real estate myth that a contract, once formed, can be terminated if one party requests changes to the contract that are “rejected” by the other. Basically, there is no such thing as a counter-offer to a contract that has already formed. Once the contract has formed, subsequent requests for modifications that do not threaten non-performance are just that: requests. If rejected, nothing happens. Click here for a detailed discussion of the difference between modification requests and threats of non-performance.
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