Counteroffer Form — Alabama Edition Template

Under black-letter contract law, a counteroffer is a rejection of the original offer plus a new offer — the mirror-image rule means any material change in terms kills the original offer and puts a new one on the table. That doctrine (familiar from classic cases and Restatement (Second) of Contracts §§ 36, 39, 59) is exactly why sloppy counteroffer paperwork creates disputes: parties sign conflicting documents, nobody can tell which terms govern, and deals end up in litigation over whether a contract was ever formed.

This Counteroffer Form imposes order on the negotiation. It references the original offer by date, parties, and property; states that the original offer is rejected and replaced except as expressly modified; provides numbered lines for each changed term (price, closing date, contingencies, inclusions, financing terms); sets a firm expiration date and time after which the counteroffer lapses automatically; addresses revocation before acceptance; and makes clear that acceptance must be communicated in the manner specified for a binding contract to form. Sequential numbering (Counteroffer #1, #2, #3…) keeps multi-round negotiations clean.

The 3-page template works for both seller counteroffers and buyer counter-counteroffers, and the included notes cover multiple-counteroffer situations (where a seller counters several buyers simultaneously — language making each counter non-binding until seller's final acceptance is included, a structure popularized by the California Association of REALTORS® multiple counteroffer practice). The 50-state notes flag local conventions on acceptance deadlines and delivery methods. As with every form in this library: drafting template with state variation notes, not a guaranteed state-specific form.

About this Alabama Edition: Every template was redrafted around the Alabama Real Estate License Law (Ala. Code § 34-27-1 et seq.) and the Real Estate Consumers Agency and Disclosure Act (RECAD, Ala. Code § 34-27-80 et seq.), under which a licensee is a transaction broker unless a written agreement creates an agency relationship, the Commission's Real Estate Brokerage Services Disclosure must be presented at first substantive contact (§ 34-27-82), and limited consensual dual agency is permitted only with written informed consent — so the dual-agency document is drafted as a Limited Consensual Dual Agency Agreement with a transaction-brokerage alternative. The seller disclosure is drafted as a voluntary disclosure for Alabama's caveat emptor market, explaining the judicially recognized exceptions (health/safety defects, direct questions, fiduciary relationships) and Alabama-specific items such as wood-infestation reports and termite bonds. The forms also apply the Alabama statute of frauds (Ala. Code § 8-9-2) and the Alabama Uniform Electronic Transactions Act (Ala. Code § 8-1A-1 et seq.), and note that Alabama has no broker lien statute.