Duhaime's Law Dictionary

Counter Offer Definition:

A reply to an offer which is conditional.

Related Terms: Offer, Acceptance, Contract

Also spelled counter-offer or even counteroffer.

In Burks, Justice Davis wrote:

"It is a basic principle of contract law that a contract must be based upon an offer and an acceptance thereof. The acceptance of the offer may consist of words or acts, but it must be an acceptance of the offer as made. Any acceptance on terms which do not conform with the offer is but a counter offer and itself must then be accepted before it can ripen into a contract."

In First Commerce Group, Justice Clevenger adopted these words:

"A reply to an offer which purports to accept it but is conditional on the offeror's assent to terms additional to or different from those offered is not an acceptance but is a counter-offer."

Similarly, in Ferrero, Justice Saffels wrote:

"An offer communicated to the offeree creates a power to accept that offer and only that offer. Any response which changes the terms of that offer in any material respect is not an acceptance but only a counteroffer. No contract exists between the parties until the counteroffer is accepted by the original offeror."


  • Burks v. Colonial Life & Accident Ins. Co., 98 F. Supp. 140 (1951, United States District Court)
  • Ferrero v. Amigo, Inc., 703 F. Supp. 890 (United States District Court, Kansas, 1988)
  • First Commerce Corp. v. US, 335 F. 3d 1373 (United States Court of Appeals, 2003)

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