Counteroffer Form — Utah 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 Utah Edition: Every template was redrafted around the Utah Real Estate Licensing and Practices Act (Utah Code Title 61, Chapter 2f) and the Division of Real Estate's agency rules in Utah Admin. Code R162-2f, including the affirmative duties owed by every licensee, Utah's limited-agency regime (the Utah term for dual agency, which requires prior written informed consent of both parties), the Utah statute of frauds and its written-commission-agreement rule (Utah Code § 25-5-4), the Utah Uniform Electronic Transactions Act (Utah Code Title 46, Chapter 4), and the fact that Utah has no statutory seller disclosure form and no broker lien statute — so the seller disclosure is drafted as a comprehensive voluntary disclosure with the Utah Code § 57-1-37 stigmatized-property note, water rights/shares, HOA and geologic-hazard items, and commission enforcement is handled contractually. All citations are limited to those statutes; everything else is phrased generally for review by Utah counsel.