Counteroffer Form — Mississippi 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 Mississippi Edition: Drafted around the Mississippi Real Estate Brokers License Law (Miss. Code Ann. § 73-35-1 et seq.) and the Mississippi Real Estate Commission's agency-disclosure rules, under which licensees deliver the MREC "Working With a Real Estate Broker" disclosure at first substantive contact and dual agency is lawful only with the informed written consent of both parties — the dual-agency form, listing agreement and buyer-representation agreement are built on that consent-and-confirmation regime, with all compensation flowing through the Responsible Broker. The seller disclosure form tracks the Property Condition Disclosure Statement required by Miss. Code Ann. § 89-1-501 et seq., and the contract forms rely on the Mississippi statute of frauds (§ 15-3-1) and the Mississippi Uniform Electronic Transactions Act (§ 75-12-1 et seq.) alongside federal E-SIGN. Because Mississippi has no general commercial broker lien statute, the commission and referral forms rely on contract remedies rather than lien rights, and Mississippi terminology (Responsible Broker, chancery court, Chancery Clerk, deeds of trust, attorney closings) is used throughout.