Counteroffer Form — Illinois 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 Illinois Edition: the template and its drafting notes are adapted for Illinois practice under the Real Estate License Act (225 ILCS 454) — dual agency is permitted only with written, informed consent obtained in the manner 225 ILCS 454/15-45 describes, with designated agency available as a brokerage-level alternative that keeps each client's representative loyal to one side; the Residential Real Property Disclosure Act (765 ILCS 77) requires sellers of most residential property (1-4 units) to complete and deliver the statutory disclosure report; and license-law provisions in 225 ILCS 454 govern team names, advertising, and how compensation may be earned and shared. Illinois-specific drafting notes accompany the template for review before use.