- Official section
- National V.C: Multiple offers and counteroffers
- Broker weight
- 19% of the national broker portion
- Expected scored items
- Contracts account for about 17 of 100 items
Illinois exam glossary
Counteroffer
A counteroffer is easiest to spot by comparing terms, not labels. Put the current offer in one column and the response in another. If a material term changed and agreement depends on that change, the response is a new offer. Then reverse the parties' roles and keep following the chain.
Last updated: August 1, 2026
What does this exam area cover?
Short answer: A counteroffer rejects a standing offer and proposes a materially different bargain. The original offeree becomes the counterofferor, while the original offeror becomes the new offeree. Price, closing, financing, possession, contingencies, repairs, credits, and included property can all be material. A question about possible change may be only an inquiry. The new offeree must accept the counteroffer exactly, on time, and through the required method, or another counteroffer results.
This guide follows the PSI Illinois Candidate Information Booklet effective June 24, 2026, current Illinois decisions on counteroffers, expired offers, objective assent, and attorney approval, Illinois Pattern Civil Jury Instructions revised November 2025, and 740 ILCS 80/2, all checked through August 1, 2026. Multiple-counter forms, electronic platforms, option contracts, waiver, acceptance methods, attorney-review clauses, and brokerage duties require exact document analysis.
What is on the official outline?
- Topic
- Find the current offer
- What to know
- original, counter, rider, addendum, amendment, version, timestamp, delivery, expiration, withdrawal, and accepted copy
- Best exam move
- Only one identified proposal can be the reference point for matching acceptance.
- Topic
- Compare the response
- What to know
- redline, strikeout, insertion, initial, rider, changed clause, added condition, deleted term, and document comparison
- Best exam move
- A label saying acceptance does not control if the actual terms changed.
- Topic
- Test materiality
- What to know
- price, property, financing, closing, possession, title, contingency, earnest money, repair, credit, fixture, and remedy
- Best exam move
- A change affecting a party's legal performance or risk is likely material.
- Topic
- Reverse the roles
- What to know
- original offeror, original offeree, counterofferor, new offeree, power of acceptance, client, and agent
- Best exam move
- The party who changes the bargain becomes the new offeror.
- Topic
- End the original power
- What to know
- rejection, terminated offer, no unilateral revival, renewed offer, new proposal, later change of mind, and legal effect
- Best exam move
- After a counteroffer, the counterofferor cannot simply return and accept the old proposal.
- Topic
- Separate inquiries
- What to know
- question, would you consider, request for information, suggestion, conditional language, only if, no rejection, and context
- Best exam move
- A question is not a counteroffer unless it objectively conditions agreement on the change.
- Topic
- Handle price changes
- What to know
- purchase price, escalation, appraisal gap, credit, concession, earnest money, financing amount, and net proceeds
- Best exam move
- Any changed price or mandatory credit ordinarily changes the bargain.
- Topic
- Handle timing changes
- What to know
- closing, possession, inspection, attorney review, financing approval, response deadline, extension, business day, and time zone
- Best exam move
- A changed material deadline is a counteroffer even when no money changes.
- Topic
- Handle property changes
- What to know
- parcel, parking, fixture, appliance, personal property, legal description, acreage, exclusion, inclusion, and survey
- Best exam move
- Adding or removing property changes the exchange.
- Topic
- Handle contingencies
- What to know
- financing, inspection, appraisal, sale of home, attorney approval, title, insurance, waiver, notice, and satisfaction
- Best exam move
- Adding, deleting, or materially narrowing a contingency reallocates risk and ordinarily counters.
- Topic
- Set a new deadline
- What to know
- counteroffer expiration, date, hour, time zone, receipt, extension, lapse, and late response
- Best exam move
- The counteroffer has its own power-of-acceptance period.
- Topic
- Require exact acceptance
- What to know
- signature, initials, no further change, delivery, receipt, authorized agent, electronic record, and final version
- Best exam move
- A further material edit is another counter, not acceptance.
- Topic
- Treat late response as new offer
- What to know
- expired counter, attempted acceptance, lapse, waiver, renewal, new offer, and written extension
- Best exam move
- After expiration, the responder ordinarily proposes anew.
- Topic
- Allow revocation before acceptance
- What to know
- withdrawal, notice, effective receipt, electronic platform, ordinary counteroffer, option, and timing
- Best exam move
- The counterofferor can generally revoke before acceptance unless a binding option limits that right.
- Topic
- Control multiple counters
- What to know
- multiple buyers, simultaneous negotiation, approved form, seller reselection, no automatic contract, notice, confidentiality, and risk
- Best exam move
- Use language that prevents unintended contracts with more than one buyer.
- Topic
- Apply attorney review
- What to know
- conditional approval, disapproval, proposed modification, notice, deadline, good faith, acceptance, waiver, and exact clause
- Best exam move
- The review provision determines whether an attorney's response rejects, counters, or preserves conditional status.
- Topic
- Preserve signed writing
- What to know
- Frauds Act, party charged, property, price, final counter, initials, signatures, electronic record, authority, and delivery
- Best exam move
- The completed land bargain needs the required signed record of final terms.
- Topic
- Present promptly
- What to know
- broker duty, client decision, all offers, all counters, confidentiality, truthful explanation, record retention, and lawful instruction
- Best exam move
- Do not hold a counteroffer to manipulate leverage or favor another party.
- Topic
- Avoid unauthorized drafting
- What to know
- approved form, business terms, custom clause, legal consequence, attorney, no legal opinion, and referral
- Best exam move
- Use permitted documents and refer novel legal language or disputes to counsel.
- Topic
- Close the chain
- What to know
- final acceptance, delivery, contract date, attorney review, contingencies, earnest money, next deadline, and complete record
- Best exam move
- Once matching acceptance is effective, stop calling the agreement an open counteroffer.
Which distinctions produce the most mistakes?
- Terms
- Counteroffer vs. acceptance
- Difference
- A counteroffer changes a material term. Acceptance agrees to the existing offer as made.
- Question cue
- Modify versus match.
- Terms
- Counteroffer vs. inquiry
- Difference
- A counteroffer conditions agreement on new terms. An inquiry asks about possible change without necessarily rejecting.
- Question cue
- Only if versus would you consider.
- Terms
- Counteroffer vs. amendment
- Difference
- A counteroffer occurs before contract formation. An amendment changes an existing contract by agreement.
- Question cue
- Negotiation stage versus post-contract change.
- Terms
- Counteroffer vs. addendum
- Difference
- A counteroffer is a legal response. An addendum is a document adding terms and can be part of an offer, counteroffer, or existing contract.
- Question cue
- Legal effect versus document type.
- Terms
- Counteroffer vs. rejection
- Difference
- Both ordinarily end the original power. A counteroffer also proposes new terms, while a rejection simply declines.
- Question cue
- No, but versus no.
- Terms
- Late acceptance vs. timely acceptance
- Difference
- Late acceptance ordinarily becomes a new offer. Timely matching acceptance forms the contract.
- Question cue
- After lapse versus within power.
- Terms
- Original offeror vs. counterofferor
- Difference
- The original offeror starts the chain. The counterofferor was the offeree but becomes offeror by proposing changed terms.
- Question cue
- Roles reverse.
- Terms
- Revocation vs. counteroffer
- Difference
- Revocation withdraws the proposal without replacing it. A counteroffer rejects and replaces it with new terms.
- Question cue
- Withdraw versus replace.
- Terms
- Multiple offer vs. multiple counteroffer
- Difference
- Multiple offers come from several buyers. Multiple counters are seller responses sent to more than one buyer under special language.
- Question cue
- Inbound competition versus outbound negotiation.
- Terms
- Business term vs. legal clause
- Difference
- Price and closing are business terms. Custom remedy, title, indemnity, or liability wording can require attorney drafting.
- Question cue
- Negotiate facts, refer legal drafting.
- Terms
- Signed counter vs. delivered counter
- Difference
- A signature authenticates the proposal. Delivery communicates it and gives the offeree the power to accept.
- Question cue
- Created versus communicated.
- Terms
- Negotiation vs. contract
- Difference
- Negotiation continues while material terms do not match. A contract forms when effective acceptance matches the live offer and other elements exist.
- Question cue
- Open chain versus closed chain.
The C-O-U-N-T-E-R check
- Current offer: identify the latest live proposal, its parties, version, delivery, deadline, and any withdrawal.
- Overlay the response: compare every price, property, financing, closing, possession, contingency, repair, credit, and fixture term.
- Understand the effect: a material conditional change rejects the original and reverses offeror and offeree roles.
- Name inquiry or counter: read the exact language to decide whether it asks a question or makes assent dependent on change.
- Time the new power: calculate the counteroffer's expiration and any revocation, extension, or late response.
- Establish exact acceptance: confirm no further change, proper signature, authority, delivery, electronic attribution, and final signed writing.
- Record and refer: preserve the full chain and send multiple-counter, attorney-review, ambiguity, or disputed-formation issues to counsel.
- Response
- Accept exactly
- Ordinary effect
- Contract forms
- Next power holder
- Neither has open power
- Response
- Change a material term
- Ordinary effect
- New counteroffer
- Next power holder
- Prior offeror
- Response
- Reject
- Ordinary effect
- Counteroffer ends
- Next power holder
- No open power
- Response
- Ask an inquiry
- Ordinary effect
- Offer may remain open
- Next power holder
- Existing offeree
- Response
- Respond after deadline
- Ordinary effect
- New offer
- Next power holder
- Prior counterofferor
- Response
- Revoke before acceptance
- Ordinary effect
- Counteroffer withdrawn
- Next power holder
- No open power
How do the rules work in scenarios?
Price counter
Scenario: A buyer offers $450,000. The seller signs only if buyer pays $465,000 and delivers the response before the buyer's deadline.
- The seller changed the purchase price.
- Price is a material term.
- The seller becomes counterofferor, and the buyer now decides whether to accept.
Answer: The seller made a $465,000 counteroffer and rejected the original $450,000 offer.
Closing-date counter
Scenario: The seller agrees to all terms except changing closing from August 15 to September 1.
- Closing fixes a material time for performance.
- The seller conditioned agreement on a different date.
- No price change is needed for a counteroffer.
Answer: The changed closing date creates a counteroffer.
Inquiry preserves possibility
Scenario: Before signing, the seller asks, Would the buyer consider leaving the dining table? The seller does not condition acceptance.
- The response is phrased as a question.
- No assent or rejection has yet been communicated.
- The buyer's offer can remain live until another terminating event.
Answer: The question can be an inquiry rather than a counteroffer.
Attempt to revive original
Scenario: A seller counters a buyer's offer. The buyer rejects the counter. The seller then says the seller accepts the buyer's original offer.
- The seller's counteroffer ordinarily rejected the original buyer offer.
- The buyer then rejected the seller's counteroffer.
- Neither party can unilaterally revive the terminated proposal.
Answer: A new or renewed offer and acceptance are required.
Further repair change
Scenario: The seller counters with a $3,000 repair credit. The buyer signs but changes the credit to $5,000.
- The buyer did not match the seller's counteroffer.
- The credit change affects price allocation and performance.
- The seller now holds power to accept the buyer's new proposal.
Answer: The buyer made another counteroffer at a $5,000 credit.
Late response
Scenario: A seller's counter expires at noon. The buyer signs and delivers unchanged terms at 12:20 p.m., with no extension.
- The counteroffer lapsed at noon.
- The buyer no longer had power to accept at 12:20.
- The late response ordinarily becomes a new offer to the seller.
Answer: The 12:20 response is not timely acceptance of the expired counteroffer.
Two buyers and unsafe counters
Scenario: A seller sends ordinary signed counters to two buyers, each stating that buyer acceptance creates a contract, without multiple-counter protections.
- Each buyer may appear to hold a power of acceptance.
- Both acceptances could expose the seller to conflicting contractual claims.
- Special approved language and attorney guidance are needed before countering multiple parties.
Answer: The seller has created serious double-contract risk.
What are the common exam traps?
- Trap
- Calling accepted except for an acceptance
- Correction
- If the exception changes a material term, the response is a counteroffer.
- Trap
- Requiring a price change
- Correction
- Closing, possession, financing, contingency, repair, or property changes can also counter.
- Trap
- Leaving the roles unchanged
- Correction
- The original offeree becomes offeror of the counterproposal.
- Trap
- Keeping the original offer alive automatically
- Correction
- A counteroffer ordinarily rejects it.
- Trap
- Reviving a rejected offer alone
- Correction
- Renewal or a new offer is required.
- Trap
- Calling every question a counteroffer
- Correction
- A genuine inquiry may leave the offer open.
- Trap
- Treating a late response as acceptance
- Correction
- After lapse, it ordinarily becomes a new offer.
- Trap
- Ignoring the counter's own deadline
- Correction
- Each new offer needs a fresh timing analysis.
- Trap
- Accepting with another material edit
- Correction
- The edit creates another counteroffer.
- Trap
- Treating signature as delivery
- Correction
- Communication through the required method may still be necessary.
- Trap
- Assuming identical multiple counters are safe
- Correction
- Use approved multiple-counter language to avoid more than one acceptance creating claims.
- Trap
- Hiding a counter to create leverage
- Correction
- Present promptly and follow fiduciary and statutory duties.
- Trap
- Paraphrasing changed terms
- Correction
- Deliver the actual writing and identify exact edits.
- Trap
- Drafting custom legal remedies
- Correction
- Refer novel legal language to the parties' attorneys.
- Trap
- Calling the final contract a counteroffer
- Correction
- Once exact acceptance becomes effective, the negotiation chain closes.
Can you answer these original practice questions?
These questions are original study items aligned to the published outline. They are not copied, recalled, or predicted PSI questions.
1. What is a counteroffer?
- A materially changed response proposing a new bargain
- An exact acceptance
- A deed
- A title policy
Show answer and explanation
Answer: A materially changed response proposing a new bargain
It ordinarily rejects the existing offer and reverses the roles.
2. Who becomes offeror after making a counteroffer?
- The original offeree
- The original offeror
- The appraiser
- The recorder
Show answer and explanation
Answer: The original offeree
The original offeror becomes the new offeree.
3. Does a counteroffer ordinarily preserve the original offer?
- No
- Yes, forever
- Only if price changes
- Only after recording
Show answer and explanation
Answer: No
It ordinarily rejects the original offer.
4. What distinguishes an inquiry?
- It asks about change without conditioning assent
- It always changes price
- It transfers title
- It records the contract
Show answer and explanation
Answer: It asks about change without conditioning assent
Exact language and context determine the effect.
5. A seller changes only the closing date. What is the response?
- A counteroffer
- An exact acceptance
- A deed
- A mortgage
Show answer and explanation
Answer: A counteroffer
Closing is a material performance term.
6. What is an unchanged response delivered after expiration?
- Ordinarily a new offer
- Always a timely acceptance
- A listing
- A lease renewal
Show answer and explanation
Answer: Ordinarily a new offer
The prior power of acceptance lapsed.
7. What happens when an offeree changes a counteroffer again?
- Another counteroffer results
- The prior counter is accepted
- Title transfers
- The price disappears
Show answer and explanation
Answer: Another counteroffer results
Material terms still do not match.
8. Why are ordinary counters to two buyers risky?
- More than one buyer may appear able to accept
- Only one can read
- Counters cannot include prices
- Listings are prohibited
Show answer and explanation
Answer: More than one buyer may appear able to accept
Approved multiple-counter language can require seller reselection before a contract forms.
9. Can an ordinary counteroffer be revoked before acceptance?
- Generally yes
- Never
- Only after closing
- Only by the appraiser
Show answer and explanation
Answer: Generally yes
An option or other enforceability rule can limit revocation.
10. What is the broker's best counteroffer practice?
- Preserve versions, present promptly, and document exact changes
- Erase the original
- Paraphrase the price
- Decide for the client
Show answer and explanation
Answer: Preserve versions, present promptly, and document exact changes
The client decides, and disputed legal effects go to counsel.
How should you study this area?
- Session
- Session 1
- Focus
- Compare terms
- Proof you are ready
- Redline 30 price, property, financing, closing, possession, contingency, repair, credit, fixture, and deadline pairs.
- Session
- Session 2
- Focus
- Track role reversal
- Proof you are ready
- Label offeror, offeree, counterofferor, current power holder, rejection, renewal, and acceptance in 35 negotiation chains.
- Session
- Session 3
- Focus
- Separate inquiries
- Proof you are ready
- Classify 30 questions, suggestions, conditional acceptances, exact acceptances, counters, rejections, and clarifications.
- Session
- Session 4
- Focus
- Control deadlines and delivery
- Proof you are ready
- Solve 30 expiration, late response, extension, waiver, revocation, signature, receipt, platform, authority, and time-zone scenarios.
- Session
- Session 5
- Focus
- Handle special counters
- Proof you are ready
- Audit attorney review, multiple buyers, multiple counters, electronic versions, option restrictions, riders, and approved forms.
- Session
- Session 6
- Focus
- Run C-O-U-N-T-E-R
- Proof you are ready
- Reconcile two full offer chains, score at least 90 percent, and state who can accept after every response.
Do not count recognition as mastery. Close the notes and explain the rule, apply it to a new fact pattern, and identify why each distractor fails.
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Questions students ask about Counteroffer: Illinois Real Estate Exam Guide
What is a counteroffer?
A counteroffer is a response to an offer that proposes a materially different bargain. It ordinarily rejects the original offer and creates a new offer. The original offeree becomes the new offeror, and the original offeror becomes the new offeree with power to accept, reject, or make another counteroffer.
What changes create a counteroffer?
Changing price, property, financing, closing, possession, earnest money, inspection rights, attorney review, repair duties, credits, included fixtures, or another material term ordinarily creates a counteroffer. Even a small dollar change can be material if it changes the legal bargain. Compare documents line by line rather than guessing from the size of the edit.
Does a counteroffer reject the original offer?
Ordinarily yes. Illinois authority follows the traditional rule that a counteroffer rejects the standing offer. The person who made the counteroffer cannot later accept the old offer unilaterally. The original offeror can renew it, accept the counteroffer, or make another proposal, but the old power of acceptance does not simply reappear.
What is the difference between a counteroffer and an inquiry?
A counteroffer conditions agreement on changed terms, such as I accept only if closing moves. An inquiry asks about a possibility without conditioning assent, such as Would you consider moving closing? The exact language and conduct control. A broker should preserve the wording rather than paraphrase a question into a rejection.
Is a late acceptance a counteroffer?
A response after the offer's stated deadline ordinarily cannot accept because the power has expired. It generally functions as a new offer on the same terms, which the original offeror may accept or reject. Waiver and conduct can complicate the result, so the safe practice is to extend the deadline in writing before it expires.
How is a counteroffer accepted?
The new offeree must accept the counteroffer as made, within its deadline, and through the required method. A further material change creates another counteroffer rather than acceptance. Signature alone may not be enough if delivery is required. For land contracts, the signed-writing and authority rules also apply.
Can a seller counter more than one buyer?
A seller can negotiate with multiple buyers, but sending identical counteroffers can create serious contract risk if more than one is capable of acceptance. The form may need clear multiple-counteroffer language stating that a buyer's response is not binding until the seller selects and signs again. Brokers should use approved forms and legal guidance, not improvise.
Can a buyer withdraw a counteroffer?
An ordinary counteroffer is generally revocable before effective acceptance, unless an option or other enforceability rule limits withdrawal. The revocation must become effective before acceptance. Track exact timestamps, delivery, authorized agents, and electronic platform status rather than relying on a verbal recollection.
Does an attorney modification request create a counteroffer?
It can. Illinois decisions recognize that attorney approval language can make assent conditional and that invoking the clause may reject or propose modifications depending on the exact wording. The attorney-review clause, deadline, notice, approval standard, proposed changes, and response control. Do not apply a single universal result to every form.
What should a broker do with counteroffers?
Present each counter promptly, mark the changed terms, preserve the full offer chain, confirm expiration and delivery, and obtain clear client instructions. Do not erase prior versions, imply that the original remains open, or tell a party a contract exists when signatures, delivery, authority, or attorney review remain disputed.
Are these official PSI questions or legal advice?
No. The questions are original. Illinois decisions, statutes, and court materials were checked through August 1, 2026. This is exam education, not legal advice. A live counteroffer dispute requires every version, timestamp, signature, delivery record, authority document, and review by qualified Illinois counsel.
Primary sources
- PSI Illinois Candidate Information Booklet effective June 24, 2026
- Illinois Courts, official decision on rejection, counteroffers, and revival of offers
- Illinois Courts, official decision on expired offers and late responses
- Illinois Courts, official decision on conditional attorney approval and proposed modifications
- Illinois Courts, official decision on objective manifestations of contract assent
- Illinois Courts, Pattern Civil Jury Instructions contract chapter revised November 2025
- Illinois General Assembly, 740 ILCS 80/2 signed writing for land contracts
The current official outline controls the tested scope. Statutes, regulations, and official agency materials control when a general study rule and a jurisdiction-specific rule differ.
Editorial status
Checked against primary sources
The Pass Illinois editorial team last checked this guide on August 1, 2026. Every practice question is an original study item, and the source links above let you verify the rules that support the lesson.