Counteroffer Form — Michigan 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 Michigan Edition: the template and its drafting notes are adapted for Michigan practice under Article 25 of the Michigan Occupational Code (MCL 339.2501 et seq.), which governs broker, associate broker, and salesperson licensing and requires that all compensation flow through the employing broker, and under Michigan's agency disclosure statute, MCL 339.2517, which requires the written Disclosure Regarding Real Estate Agency Relationships before a client shares confidential information. Michigan permits dual agency only with the informed written consent of both parties and also recognizes designated agency, so this edition's agency document is a Dual Agency Disclosure & Informed Consent that offers designated agency as the alternative. Seller disclosure follows the Michigan Seller Disclosure Act (MCL 565.951–565.966), with the Seller's Disclosure Statement delivered before a binding purchase agreement and statutory purchaser rescission rights for late delivery. Electronic signatures rely on the Michigan Uniform Electronic Transactions Act (MCL 450.831 et seq.); commission agreements are drafted to satisfy Michigan's statute of frauds (MCL 566.132), and broker lien references are limited to the Commercial Real Estate Broker's Lien Act (MCL 570.581 et seq.). Michigan-specific drafting notes accompany the template for review before use.