Time for Acceptance? You Still Have a Lot of Questions

Judging by the number of Florida Realtors Legal Hotline calls, members have a lot of questions about the time for acceptance date in our contracts. Hopefully, this article will make it easier to understand.

In each Florida Realtors contract, there is a section that addresses time for acceptance of the offer. In general, the time for acceptance is a date by which the seller must respond to the buyer’s offer, although a party could specify a time as well. Calls to the Florida Realtors Legal Hotline seem to indicate that there can be confusion over what this date applies to in terms of contract formation.

Florida Realtors/Florida Bar (FR/Bar) language

Paragraph 3(a) of both Florida Realtors/Florida Bar (“FR/Bar”) contracts reads the same: “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by Buyer and Seller, and an executed copy delivered to all parties on or before ___________, this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to Buyer.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 delivered.”

Let’s walk through each line to analyze how this section works.

Response to offer only

The first sentence lays out the date by which the seller has to respond to the buyer’s offer. “Offer” is emphasized here because it’s important to note that this line applies to the buyer’s initial offer – not to any counter-offers.

Therefore, the time for acceptance date on this line is the seller’s deadline to respond to the offer that the buyer initially sent to the seller. This response could be an outright acceptance or it could be in the form of a counter-offer. Important note though: The time for acceptance date is not a deadline for the parties to reach a “final deal.”

Seller fails to respond by this date

Per the last part of the first sentence, a buyer’s offer is deemed withdrawn if the seller fails to respond by the time for acceptance date. It effectively means that after the time for acceptance has passed, the buyer’s offer is no longer on the table.

However, the seller could still respond after the acceptance date passes. If this happens, the seller should change the time for acceptance date in the seller’s response (along with any other change(s) the seller wishes to make). If the seller chooses to respond after the initial time for acceptance has passed, the buyer would then have to accept any change(s), including the change to the time for acceptance. But the buyer is not obligated to do so.

Seller responds but makes other changes

What if the seller’s response isn’t an outright acceptance of the buyer’s initial offer, and the seller has changed something like the purchase price? That’s okay, as long as the seller has responded to the buyer’s offer by the time for acceptance.

However, you don’t have a “final deal” just yet. The ball is then in the buyer’s court as to whether the buyer is willing to accept any seller changes to the offer because the seller has counter-offered the buyer’s initial offer.

Per sentence two, unless otherwise stated, the buyer has to respond to the seller’s counter-offer within two days after receiving it. Using the above purchase-price example, if the buyer agrees to the seller’s purchase price change, the buyer must accept it within two days after the seller’s counter-offer is delivered.

Acceptance of a counter-offer can be done in different ways, but most commonly it’s done by initialing/dating next to the purchase price change; or if a counter-offer form was used, signing and dating that form.

If the buyer doesn’t agree to any changes made by the seller, the buyer doesn’t have to do anything. If the buyer does nothing, the time for acceptance for any counter-offers will eventually run out, and the parties never reached a deal.

However, the buyer could also counter-offer. If the buyer decides to do this and submits a counter-offer, then the seller has two days to respond.

This counter-offering back-and-forth can continue until the parties reach a deal (i.e., a party receives a counter-offer, accepts those changes, makes no other changes, and delivers it back to the other side within the appropriate timeframe). Or the process could stop altogether if one side fails to respond within the counter-offer period – here two days – which effectively means the deal has died.

Deadlines missed – but parties want to proceed

Sometimes a buyer or seller misses a deadline in the formation process, the deal is effectively dead per the contract timelines, but both parties would like to proceed. If this happens, be sure to acknowledge the ever-important Effective Date in writing to clarify that all parties are on the same page. As most deadlines within contracts stem from the Effective Date, there could be potential legal issues later on if the parties have different ideas as to what the Effective Date is.

Note about other contracts

The Contract for Residential Sale and Purchase (CRSP) has virtually identical language to the FR/Bar contracts regarding both time for acceptance of the offer and counter-offers, but it adds an hour/minute component into the equation of the offer’s time for acceptance.

The Commercial Contract and Vacant Land Contract also contain virtually identical language to the FR/Bar contracts regarding time for acceptance – but the time for acceptance of any counter-offers is three days.

Meredith Caruso is Associate General Counsel for Florida Realtors.

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