FACTS:

A Seller receives an offer from Buyers A, B, and C.
Seller sends a Multiple Counter-Offer (Counter-Offer #1) to Buyers A, B, and C.
All buyers send a Counter-offer (Counter-Offer #2) to the Seller.
The Seller sends a Counter-offer (Counter-Offer #3) to Buyers A, B, and C.
All buyers accept the Seller’s final Counter-Offer #3.

The Seller now wishes to proceed with Buyer B, but does not want to sign line 43 of the Multiple Counter-Offer because the language on lines 40-42 reads in part:

• “Seller revokes all other counter offers by separate notice and agrees to sell the Premises to the Buyer subject to the terms and conditions contained herein.“

The Seller believes Counter-Offer #3 will be revoked if she signs line 43, and delivers the Multiple Counter-Offer to Buyer B.

ISSUE:

Should the Seller sign line 43 of the Multiple Counter-Offer?

ANSWER:

Yes.

DISCUSSION:

The Seller must remember lines 7-11 of the Multiple Counter-Offer state:

• Acceptance of this Multiple Counter Offer by Buyer shall not be binding unless and until it is subsequently finally accepted by Seller and the final acceptance is delivered per Section 8m of the Contract to the Buyer’s Broker within the time specified (“Final Acceptance”). Until Final Acceptance, the parties understand that the Premises can be sold to someone else and/or either party may withdraw any offer/counter offer to buy or sell the Premises.

Lines 40-42 of the Multiple Counter-Offer refer to the negotiations between Seller and Buyers A and C. Therefore, Seller should sign line 43 and deliver the executed document to Buyer B.

Additionally, the Seller should send written notice to Buyers A and C that the Seller is withdrawing  the Counter-offer and will not enter into a contract with them.