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ContractsOffer_acceptance_and_counterofferHARD

A buyer submits an offer on a Seattle property with an expiration of 5:00 PM Friday. On Friday at 4:30 PM, the seller issues a written counteroffer changing the closing date. At 4:55 PM, the buyer signs and the buyer's broker emails the signed counteroffer acceptance to the seller's broker. At 5:10 PM, the seller's broker calls to say the seller is withdrawing the counteroffer. Which statement best describes the legal outcome?

Correct Answer

A) A binding contract exists because the buyer's acceptance of the counteroffer was communicated before the seller's withdrawal.

The critical analysis here involves the counteroffer timeline, not the original offer's deadline. The seller's counteroffer is a separate, new offer with its own terms — the original offer's 5:00 PM expiration applies only to the original offer, not to the seller's counteroffer (which has no stated expiration). The buyer accepted the counteroffer and communicated that acceptance by email at 4:55 PM — before the seller attempted to withdraw at 5:10 PM. Under Washington contract principles, once acceptance is communicated, the contract is formed and the offeror (seller) can no longer revoke. A binding contract exists at the counteroffer terms.

Answer Options
A
A binding contract exists because the buyer's acceptance of the counteroffer was communicated before the seller's withdrawal.
B
A binding contract exists at the original offer terms because the seller's counteroffer expired at 5:00 PM.
C
No contract exists because the seller withdrew the counteroffer before the original offer's 5:00 PM deadline.
D
No contract exists because the seller's withdrawal at 5:10 PM was before the buyer's broker confirmed receipt.

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Related Topics & Key Terms

Key Terms:

counterofferoffer_expirationacceptance_timingrevocationcomplex_scenario

Related Concepts

A bilateral contract is an agreement in which both parties exchange promises and are both obligated to perform, while a unilateral contract is one in which only one party makes a promise and the other party is not obligated to act.

A breach of contract occurs when one party fails to perform their obligations under the contract without a legal excuse. The non-breaching party is entitled to legal remedies including damages, specific performance, or contract rescission.

Consideration is something of value exchanged between parties to a contract, making the agreement legally binding. It can be money, a promise to act, a promise to refrain from acting, or anything else of value.

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