The Counter-proposal

As a seller, you have a right to accept or refuse any Promise to purchase presented to you. You may also choose to make a counter-proposal to the buyer. The first purpose of the counter-proposal is to signify to the buyer that you have rejected his Promise to purchase as drafted. To do so, your broker must use the mandatory form Counter-proposal to a promise to purchase designed by the OACIQ.

The Counter-proposal allows you to accompany your refusal by a new proposal that would be acceptable to you:

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

by changing the selling price or timelines, such as the date of occupancy.

In turn, the buyer may make a Counter-proposal in response to your counter-proposal, and so on. A counter-proposal has the effect of cancelling all previous counter-proposals made by either the buyer or the seller.


Your broker will ensure that the last Counter-proposal includes all the 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 buyer consists in the Promise to purchase as amended by the last Counter-proposal, without regard to any previous counter-proposals.

Conditions of acceptance

As for the Promise to purchase, this clause specifies the deadline (date and time) by which the potential buyer must accept your counter-proposal. You may not withdraw your counter-proposal during this period. This deadline is important, because if it is not respected, the Counter-proposal is cancelled.

As is the case 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 buyer. A cancellation that reaches the buyer before the Counter-proposal renders the latter null and void.