Counteroffer Form — Ohio 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 Ohio Edition: the template and its drafting notes are adapted for Ohio practice under Ohio Revised Code Chapter 4735, Ohio's real estate license law, which requires brokerages to deliver a Consumer Guide to Agency Relationships and the Ohio Real Estate Commission's prescribed Agency Disclosure Statement before an offer is presented (ORC 4735.56–4735.58). Ohio permits dual agency with informed written consent and also recognizes "split agency," in which two licensees of one brokerage each represent one party while the brokerage and its management-level licensees act as dual agents (ORC 4735.70–4735.74) — so this edition's agency document remains a Dual Agency Disclosure & Informed Consent drafted as a supplement to the statutory statement, with Ohio's split-agency alternative built in. Seller disclosure follows the mandatory Ohio Residential Property Disclosure Form under ORC 5302.30, including the purchaser's three-business-day rescission right for late delivery; electronic execution relies on the Ohio Uniform Electronic Transactions Act, ORC Chapter 1306; and compensation provisions reflect ORC 4735.21 (payment only through the brokerage) and Ohio's commercial-only broker lien law. The regulator is the Ohio Division of Real Estate and Professional Licensing. Ohio-specific drafting notes accompany the template for review before use.