Counteroffer Form — New Jersey 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 New Jersey Edition: the template and its drafting notes are adapted for New Jersey practice under the Real Estate Commission's rules — licensees must deliver the Consumer Information Statement (CIS) on real estate relationships before substantive discussions (N.J.A.C. 11:5-6.9), every listing, buyer-agency, and sales contract must include a declaration of business relationship identifying the firm's role, and disclosed dual agency requires the informed written consent of both parties. New Jersey also overlays the Law Against Discrimination (one of the broadest fair-housing statutes in the country), the New Jersey Real Estate Sales Full Disclosure Act for new/subdivision sales, and attorney-review practice for residential contracts. New Jersey-specific drafting notes accompany the template — they supplement, never replace, the mandatory CIS.