Counter Offer

Under BC contract law, a counter offer constitutes a rejection of the original offer and simultaneously creates a new offer on the changed terms. Once rejected this way, the original offer no longer exists and cannot be revived unless both parties agree to start fresh. Either party is free to walk away before the counter offer is accepted and all parties have signed the same version of the contract.

While oral counter offers are technically possible at common law, BC real estate practice overwhelmingly requires written counter offers because contracts for the sale of land must be evidenced in writing to be enforceable under the BC Law and Equity Act. Licensed real estate professionals in BC are also required under the Real Estate Services Act (RESA) and BCFSA rules to document all offers and counter offers in writing. Using a written counter offer addendum signed by the countering party and presented to the other party is the standard practice.

Under the Real Estate Services Act (RESA) and BCFSA rules, a licensee must act honestly and in good faith and must promptly present all counter offers to their client. A licensee also has ongoing obligations to disclose conflicts of interest and material latent defects regardless of which stage of negotiation the parties are at. Failing to present a counter offer promptly or accurately could constitute a breach of the licensee's duties and may be subject to BCFSA disciplinary action.

BC law does not prohibit a seller from negotiating with multiple buyers simultaneously, but a binding contract can only be formed with one buyer — whichever counter offer is accepted first and results in a fully executed agreement. BCFSA guidance under RESA requires licensees to handle multiple offer situations honestly and to disclose to each buyer's agent whether multiple offers exist, without revealing the specifics of competing offers unless the seller has expressly consented to that disclosure. Parties should be aware that if two buyers mistakenly both accept simultaneously, the resulting dispute would require legal resolution.

Counter offers in BC most frequently adjust the purchase price, completion date, possession date, deposit amount, items included or excluded in the sale (fixtures and chattels), and subject-to conditions such as financing, home inspection, or strata document review. For strata properties, the subject condition period for reviewing documents required under the Strata Property Act (SBC 1998, c. 43) — such as the Form B Information Certificate, Form F Payment Certificate, meeting minutes, and depreciation report — is also commonly negotiated. Any term from the original offer can in principle be changed in a counter offer.

The Property Transfer Tax (PTT) payable under the BC Property Transfer Tax Act is calculated on the fair market value of the property at the time of registration, not necessarily the original offered price, so changes to the purchase price through a counter offer can affect the PTT amount. The PTT tiers are 1% on the first $200,000, 2% on the portion from $200,001 to $2,000,000, 3% on the portion from $2,000,001 to $3,000,000, and a further 2% on any residential value exceeding $3,000,000. Exemptions such as the First-Time Home Buyers' Program (full exemption up to $835,000) and the Newly Built Home Exemption (up to $1,100,000) are determined at registration, so a counter offer that pushes the price above or below an exemption threshold can change the buyer's PTT liability.

Yes, a counter offer can modify any subject condition, including the deadline by which subjects such as financing approval or home inspection must be removed or waived. Adjusting these deadlines is common when the original timeframe is impractical for one of the parties. Until the counter offer is accepted and a fully executed contract exists, no subject removal obligations arise, because there is no binding agreement in place.

Yes — when purchasing a strata lot in BC, buyers typically include a subject condition allowing time to review documents required or produced under the Strata Property Act (SBC 1998, c. 43), including the Form B Information Certificate, Form F Payment Certificate, current bylaws and rules, meeting minutes, depreciation report, and contingency reserve fund balance. A counter offer that shortens this review period may disadvantage the buyer by leaving insufficient time to assess the strata corporation's financial health and bylaw compliance. Buyers and sellers negotiating subject period lengths for strata properties should understand what documents must be reviewed before a subject can responsibly be removed.

Limited dual agency — where one licensee or brokerage represents both buyer and seller — is heavily restricted under the Real Estate Services Act (RESA) and BCFSA rules, and has been effectively prohibited in most residential transactions since rule changes that came into force in 2018. Where a licensee finds themselves in a position of potential conflict during counter offer negotiations, they must follow BCFSA's conflict-of-interest disclosure and referral requirements. Licensees should consult current BCFSA guidance on the permitted scope of dual agency before proceeding with counter offer negotiations in any situation where representation overlap arises.

If a counter offer is issued before a binding contract exists — meaning the original offer has been rejected and the counter offer has not yet been accepted — no binding agreement is in place and typically no deposit would yet be held, as deposits are usually paid upon acceptance of an offer. If a deposit is held in a brokerage's trust account under the Real Estate Services Act (RESA) and the parties cannot agree on its release after a contract falls through, BCFSA rules require the brokerage to hold the deposit in trust until the parties provide written release instructions or a court order directs payment. Disputes over deposit release may ultimately require resolution through BC's civil courts or through a process agreed to in the contract.