Counteroffer Form — Indiana 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 Indiana Edition: Every form in this set is drafted around Indiana's single-license structure — since 2014 all licensees are "brokers" working under a "managing broker," and compensation, listings, and trust funds run through the broker company. Dual representation is handled under Indiana's limited-agency regime in IC 25-34.1-10, which permits it only with written consent containing specified disclosures; the consent form tracks those statements. The listing, buyer, referral, and disbursement forms are built to satisfy Indiana's statute of frauds (IC 32-21-1), including its writing requirement for commission agreements, and the electronic-signature provisions of IC 26-2-8. The seller disclosure template is a supplemental worksheet to the Commission-prescribed state form required by IC 32-21-5, with delivery before offer acceptance, actual-knowledge standard, and the IC 32-21-6 stigmatized-property rule noted. The commercial broker lien act (IC 32-28-12.5) is flagged as inapplicable to residential property. Not legal advice; have an Indiana-licensed attorney review before use.