Counteroffer Form — Oregon 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 Oregon Edition: Every form has been redrafted around Oregon's real estate license law in ORS chapter 696, including the Initial Agency Disclosure Pamphlet requirement (ORS 696.820), the statutory duties of seller's and buyer's agents (ORS 696.805 and 696.810), and Oregon's "disclosed limited agency" regime (ORS 696.815), which replaces dual agency and requires written consent from both the seller and the buyer. The seller disclosure, addendum, counteroffer and buyer agreement forms are built around the statutory Seller's Property Disclosure Statement (ORS 105.462–105.490) and the buyer's five-business-day revocation right under ORS 105.475, while the listing, buyer, referral and termination forms rely on Oregon's statute of frauds for broker compensation agreements (ORS 41.580) and Oregon's Uniform Electronic Transactions Act (ORS chapter 84). The independent contractor and team agreements track Oregon's independent contractor standard (ORS 670.600) and the principal broker / associated broker supervision structure, and the commission disbursement form addresses the commercial real estate broker lien under ORS 87.925 et seq.