The Counter-proposal

Once your broker presents your Promise to purchase to the seller’s broker, the latter will discuss it with his client, who may accept it, refuse it or make a Counter-proposal using the form Counter-proposal to a promise to purchase. On this form the seller can indicate that he is refusing your offer, but that he may accept it under certain conditions, for example:

By including or excluding certain items (or making a minor clarification);

By changing the selling price or timelines such as the date of occupancy;

By making any other change to the offer.

Once your broker has explained the clauses contained in the Counter-proposal, if you wish to make a new offer, he will again use the mandatory Counter-proposal form.


A Counter-proposal has the effect of cancelling all previous Counter-proposals made by either the buyer or the seller. The last Counter-proposal must include all inclusions and exclusions that are not mentioned in the initial Promise to purchase (regardless of any previous counter-proposals).

The agreement that will bind you to the seller consists in the Promise to purchase as amended by the last Counter-proposal, without regard to any previous Counter-proposals.



Like in the Promise to purchase, each Counter-proposal contains a clause specifying the deadline (date and time) by which the other party must accept. During this period, the counter-proposer cannot withdraw his counter-proposal. This deadline is important, because if it is not respected, the Counter-proposal becomes null and void.

As for the Promise to purchase, you may withdraw your Counter-proposal between the time when you sign it and the time when it reaches the seller. A cancellation that reaches the seller before the Counter-proposal is presented renders the Counter-proposal null and void.