Counteroffer Form — Iowa 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 Iowa Edition: Every template was redrafted around Iowa's real estate license law, Iowa Code chapter 543B, and the Iowa Real Estate Commission's rules in 193E IAC, which require written brokerage agreements with definite expiration dates, a written agency disclosure before any brokerage agreement or offer, and the informed written consent of all parties before a brokerage may act as a dual agent or through appointed (designated) agency — so the consent form in this set is a true Iowa dual agency / appointed agency election rather than a transaction-brokerage substitute. The seller disclosure form is structured to Iowa Code chapter 558A (delivery before the buyer's written offer) and adds the Iowa-specific items practitioners expect: radon, the time-of-transfer septic inspection under Iowa Code chapter 455B, and the groundwater hazard statement categories. Throughout, the forms reference the Iowa statute of frauds (Iowa Code § 622.32), the Iowa Uniform Electronic Transactions Act (Iowa Code chapter 554D), homestead spousal joinder (Iowa Code § 561.13), the commercial broker lien act (Iowa Code chapter 570A), Iowa's abstract-and-Title-Guaranty title practice, and the rule that all compensation flows through the licensed brokerage.