Counteroffer Form — Massachusetts 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 Massachusetts Edition: the template and its drafting notes are adapted for Massachusetts practice under M.G.L. c. 112, §§ 87PP–87DDD½ and the Board of Registration of Real Estate Brokers and Salespersons regulations at 254 CMR, including the Mandatory Licensee-Consumer Relationship Disclosure under 254 CMR 3.00. Massachusetts permits dual agency and designated agency only with informed written consent, so the consent document in this edition offers both elections. Massachusetts is a caveat emptor state with no statutory seller property-condition form; this edition's Seller Property Condition Disclosure is therefore drafted as a voluntary disclosure that reduces M.G.L. c. 93A exposure and is designed to sit alongside the Commonwealth's Property Transfer Lead Paint Notification, Title 5 septic inspection report, and smoke/CO detector certificate. The Independent Contractor Agreement is built around M.G.L. c. 112, § 87RR, which expressly permits salesperson affiliation as an independent contractor notwithstanding the c. 149, § 148B ABC test. Electronic signatures are addressed under the Massachusetts Uniform Electronic Transactions Act, M.G.L. c. 110G. Not legal advice; have a Massachusetts-licensed attorney review before use.