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Tom and Linda are selling their Portland home. They receive a purchase and sale agreement from buyer David offering $550,000, contingent on David obtaining financing within 21 days. Tom and Linda want to accept but change the contingency period to 14 days. They cross out '21 days,' write in '14 days,' and both sign. David has NOT yet signed the modified version. Which of the following best describes the legal status of this transaction?

Correct Answer

A) The sellers have made a counteroffer, and David's original offer is no longer valid

Under Oregon contract law, when a party responds to an offer by changing any material term—such as the length of a financing contingency—they have made a counteroffer, not an acceptance. A counteroffer rejects the original offer and substitutes a new one. Tom and Linda's modification of the contingency period from 21 to 14 days constitutes a counteroffer. David's original offer is legally terminated, and David must now accept, reject, or counter the sellers' counteroffer. No binding contract exists until David accepts the modified terms in writing.

Answer Options
A
The sellers have made a counteroffer, and David's original offer is no longer valid
B
A binding contract exists because the modification is a minor change that does not require David's signature
C
The sellers have accepted the offer, but the modification is unenforceable without OREA approval
D
A binding contract exists because the sellers signed the agreement

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Related Topics & Key Terms

Key Terms:

counteroffercontract_formationfinancing_contingencymaterial_termspurchase_and_sale_agreement

Related Concepts

Earnest money is a deposit made by the buyer at the time of the offer or shortly after to demonstrate good faith and serious intent to purchase the property. It is also called a good faith deposit.

Equitable title is the buyer's interest in a property after a purchase contract is signed but before closing, giving the buyer the right to acquire legal title in the future. The seller retains legal title until the deed is delivered at closing.

A financing contingency makes the purchase contract conditional upon the buyer obtaining mortgage approval within a specified time period. If the buyer cannot secure financing, they can cancel the contract and receive their earnest money back.

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