A seller receives an offer of €340,000. He replies that he will come down to €355,000. The buyer thinks for two days, then returns to his original position. The seller accepts. Question: at what moment was the sale formed, and at what price? The answer turns on a mechanism that practice treats as one continuous negotiation, while the law sees a succession of distinct proposals.
A counter-offer is not an amendment, it is a refusal
That is the starting point, and it often surprises. Answering an offer by changing the price, a deadline or a condition does not adjust it: it amounts to a refusal of the offer received, and a new offer in the opposite direction.
Two immediate consequences:
- The original offer is extinguished. It can no longer be accepted afterwards, not the next day, not even if the buyer said nothing. He must make it again.
- The original buyer is released. He can walk away, or buy elsewhere, without having to explain himself.
In the example above, the seller's counter-offer released the buyer. When the buyer "returns to his original position", he is in fact making a new offer of €340,000, which the seller is free to accept or not. By accepting it, he sells at €340,000.
Who is bound, and when
At any moment only one of the two parties is bound: the one whose offer is on the table and has not expired. The other is free.
Nobody is seller or buyer until an offer has been accepted as it stands. An acceptance carrying the slightest reservation - "agreed, but with the appliances" - is not an acceptance: it is another counter-offer, and the round starts again.
Deadlines are the only real protection
An offer with no validity period stays open. It can be accepted at a moment that no longer suits its author, who had mentally moved on. This is the most frequent defect and the easiest to fix.
A few sensible markers:
- Keep the period short, often a few working days, and write it down.
- Record the date and the time the offer was handed over, not just the day.
- Check that a counter-offer carries its own period: it does not inherit that of the offer it answers.
- Know that an offer can be withdrawn as long as it has not been accepted, which assumes you can prove the time of withdrawal.
Several offers at once
Nothing stops a seller from receiving three competing offers and letting their deadlines run before deciding. What turns against him is handling them out of order: accepting the second while the first, still open, had been accepted verbally the day before.
The practical rule fits on one line: one acceptance at a time, in writing, on an offer you have checked has not expired. The rest are refused offers, and a refusal is notified.
Why the chain must live in one place
Everything above turns on hours and on order of succession. Yet the raw material usually travels by email, by message and by phone: three channels, no shared clock, and nothing linking the counter-offer to the offer it extinguishes.
Six months later, when a rejected buyer asks why his offer was never presented, or when a seller maintains he never saw a figure, reconstruction is laborious - sometimes impossible. A chain of offers kept in one place, timestamped, where each counter-offer points to the one it replaces, does not make people more honest. It makes the question moot.