Counteroffer Form — Kentucky 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 Kentucky Edition: Every template was redrafted around the Kentucky real estate license law (KRS Chapter 324) and the Kentucky Real Estate Commission's agency disclosure regulation (201 KAR 11:121), under which licensees must deliver the Commission's agency disclosure form at first substantive contact and may act as a dual agent only with the informed written consent of both parties — so the dual agency consent in this set is a true consent instrument with the statutory disclosures spelled out. The seller disclosure edition tracks the Commission's required Seller's Disclosure of Property Condition regime, the listing and buyer agreements carry the written-agreement and definite-termination-date requirements Kentucky brokers are held to, the independent-contractor agreement reflects affiliation-through-the-principal-broker supervision, and every instrument recites the Kentucky Uniform Electronic Transactions Act and the Kentucky statute of frauds (KRS 371.010). Kentucky has no general broker commission lien statute, so the disbursement authorization relies on contractual escrow and closing-agent instructions rather than a lien claim. Not legal advice; have a Kentucky-licensed attorney review before use.