Every real estate contract includes deadlines, and sometimes one deadline – such as one for buyers and sellers to deliver an executed copy – will change. This confuses more than a few members. Hopefully this bullet-point timeline will help.
ORLANDO, Fla. – Members have a lot of questions about the time-for-acceptance date in our contracts and how that applies to contract formation. Hopefully this simpler bullet-point list will make it easier to understand.
Time for Acceptance: Each Florida Realtors contract has a section that addresses time for acceptance of the offer. In general, it’s a specific date – but a party could specify a time as well. Let’s take a look at the language in one of the contracts and break it down.
Here’s the language from the Florida Realtors/Florida Bar (“FR/Bar”) contracts:
Paragraph 3(a) states “if not signed by Buyer and Seller, and an executed copy delivered to all parties on or before ___________, this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to Buyer. Unless otherwise stated herein, time for acceptance of any counter-offers shall be within 2 days after the day the counter-offer is received.”
Date applies to initial offer ONLY
- The date entered is the deadline for the seller to respond to the buyer’s offer.
- I emphasized “offer” here because this date applies to the buyer’s initial offer only – it’s not a deadline for the parties to reach a “final deal.”
- The seller’s response could be an outright acceptance of the offer or it could be in the form of a counter-offer.
- If the seller doesn’t respond by this date, the buyer’s initial offer is deemed withdrawn.
- If the seller responds past this “withdrawn” date, the seller should change the time-for-acceptance date in their response in addition to any other changes they wish to make.
- At this point, the buyer would have to accept any change(s) including the change to the time for acceptance – but the buyer is under no obligation to do so.
What if the seller changes something, such as the purchase price, and sends the contract back to the seller before the time-for-acceptance deadline? The ball is then in the buyer’s court.
- Per sentence two in paragraph 3(a) of the FR/Bar contracts, unless otherwise stated, the buyer must respond to the seller’s counter-offer within two days after receiving it to keep the deal going.
- Buyer accepts the counter-offer: This is commonly done by initialing/dating next to the purchase price change or other changes the seller has made; but if a counter-offer form was used, sign and date that form.
- Buyer doesn’t accept the seller’s counter-offer: They don’t have to do anything, and the transaction fails once the counter-offer deadline has passed.
- If a buyer wants to make a new counter-offer, they have two days to respond.
- The response pattern continues if the buyer/seller continue to make counter-offers – each party needs to respond within two days. If two days pass after any counter-offer has been returned to the buyer or seller, it effectively means the deal has died.
Deadlines missed – but parties want to proceed?
If either party misses any two-day deadline, the deal can still proceed if both agree. However, be sure to acknowledge the ever-important Effective Date in writing to clarify that all parties are on the same page.
Since most deadlines in contracts stem from the Effective Date, there could be potential legal issues later if the parties disagree about the actual Effective Date.
Meredith Caruso is Associate General Counsel for Florida Realtors
Note: Information deemed accurate on date of publication
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