Counteroffer Form — Missouri 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 Missouri Edition: Every one of the 12 templates has been redrafted around Missouri's real estate license law (RSMo Chapter 339) and its brokerage relationship statutes (RSMo §§ 339.710–339.860), which give Missouri a statutory menu of seller's agent, buyer's agent, dual agent (lawful only with written consent of all parties, § 339.750), designated agent (§ 339.820), and transaction broker (§ 339.755, the default when there is no written agency agreement). The forms also reflect RSMo § 339.150 (compensation payable only to and through licensed brokers), § 339.105 (escrow accounts), the Missouri Real Estate Commission's rules at 20 CSR 2250 (definite expiration dates, no automatic renewal, advertising and record retention), the statute of frauds (RSMo § 432.010), and Missouri's Uniform Electronic Transactions Act (RSMo Chapter 432). Because Missouri has no mandatory statutory seller disclosure form, the seller disclosure template is built on Missouri's common-law fraud and latent-defect principles plus the methamphetamine-production disclosure statute (RSMo § 442.606) and the psychologically-impacted-property safe harbor (RSMo § 442.600), with the federal lead-based paint rules and RSMo Chapter 701 lead program addressed separately.