What Is Counter Offer in Queensland Real Estate? Definition and Agent Guide
A counter offer is a formal response to an offer that proposes different terms — price, conditions, settlement date, deposit amount, or any combination — and, in doing so, rejects the original offer in its entirety. In Queensland private treaty negotiations, the counter offer is the primary mechanism by which buyer and seller move toward a mutually acceptable contract. Until both parties have signed the same document reflecting agreed terms, no binding contract exists. That single principle shapes everything that follows.
How Counter Offer Works in Queensland Real Estate
The mechanics of offer and counter offer in Queensland are grounded in contract law fundamentals, but they play out through the specific documentation and practice conventions of this state. The standard vehicle is the REIQ/Queensland Law Society contract for houses and residential land — or, for community title properties, the corresponding contract for residential lots in a community titles scheme. Contracts for the sale of real estate must be in writing, and in most cases there is a standard contract approved by the Real Estate Institute of Queensland and Queensland Law Society. These are the documents through which counter offers are typically recorded and exchanged.
When a buyer submits an offer, the agent presents it to the seller. The seller has three options: accept it unconditionally, reject it outright, or respond with a counter offer. A counter offer is executed by the seller (or buyer, if the seller moves first) crossing out the relevant terms in the contract, writing in the proposed revised terms, and initialling the changes. The agent then presents this amended document back to the other party. Each time new changes are made and initialled, a new counter offer is created. The previous offer is legally dead — it cannot be resurrected unless both parties agree to start again on those terms.
This point carries more practical weight than agents sometimes appreciate. Once a buyer makes an offer and the seller responds with a counter offer, the buyer’s original offer no longer exists. The buyer is not bound to it. They can walk away, submit an entirely different position, or accept the counter offer in full. There is no obligation on either party to continue negotiating. This is not a quirk of Queensland law — it is a fundamental principle of offer and acceptance that applies throughout Australian contract law.
In practice, negotiations often proceed through multiple rounds. Price is the most common subject of a counter offer, but terms are just as significant. A buyer might offer full asking price but request a 90-day settlement; the seller might counter with 30 days. A seller might accept the price but counter on the deposit percentage or the inclusions. Each round requires careful documentation. Every initialled change needs to be clear, legible, and unambiguous. Disputes about what was agreed — and when — almost always trace back to sloppy paperwork during the counter offer phase.
Why Counter Offer Matters for Queensland Agents
The counter offer is where a Queensland agent earns their fee or loses it. It is the most active, most exposed phase of a private treaty transaction. An agent who manages this process professionally — maintaining clear documentation, communicating promptly, and keeping both parties informed — is far more likely to produce a signed contract than one who treats it casually.
Real estate agents must ensure that all offers are presented to the seller, within a reasonable timeframe, in writing. This statutory obligation under the Property Occupations Act 2014 applies to every offer received, including counter offers that come back from the other side. Sitting on a counter offer — even briefly, even while you “check in” with the other party — can constitute a breach. The moment a counter offer is received, the clock is running.
Agents also have a statutory obligation to attempt to get the highest possible price for their client, the seller. This shapes how an agent manages the counter offer conversation. When presenting a counter offer to a buyer, the agent’s role is to convey the seller’s position clearly and professionally — not to pressure the buyer, and not to undermine the seller’s position by signalling flexibility the seller hasn’t authorised. Section 22 of the Property Occupations Regulation 2014 (Qld) provides that an agent must act in accordance with their seller client’s instructions unless it is contrary to the conduct provisions of the regulation or otherwise unlawful to do so.
The counter offer stage also exposes agents to risk under the Australian Consumer Law. The Australian Consumer Law prohibits conduct, in trade or commerce, which is misleading or deceptive, or is likely to mislead or deceive. Agents must therefore exercise a degree of caution to ensure that any representations made in the course of marketing a property are accurate and not likely to mislead or deceive. Telling a buyer the seller “won’t go below X” when you have no such instruction, or implying urgency from competing interest that doesn’t exist, are both dangerous habits that can result in complaints, investigations, and disciplinary proceedings.
The vendor’s authority is another consideration that agents sometimes gloss over. Before presenting any counter offer to a buyer on the seller’s behalf, the agent needs clear instructions from the seller. A verbal conversation is not enough — file notes are the minimum; written instructions are far better. If the seller considers a course of action to be appropriate, the agent should ensure that they obtain instructions from their seller client in writing. Agents should also ensure that they keep detailed file notes of their conversations with their seller clients and all potential buyers.
Legal Requirements and Common Pitfalls in Queensland Counter Offer Negotiations
The writing requirement and why it protects everyone
In Queensland, there is no prescribed form for a counter offer beyond the requirement that property contracts be in writing. The standard practice is to use the REIQ/QLS contract and mark changes directly on the document. This creates a clear, sequential record of each negotiating position and — critically — establishes exactly what each party has agreed to and when. An oral counter offer has no legal standing. A text message or email exchange stating revised terms may have some evidentiary value but does not constitute an executed contract for the sale of land. The paper trail anchors everything.
Agents should be alert to one common point of confusion: counter offer and contract formation are not the same event. A binding contract is formed only when both parties have executed — signed — the same document reflecting the same terms. The seller signing a counter offer initiates a new offer; that offer does not become a contract until the buyer signs to accept it and communication of that acceptance reaches the offeror. Agents who consider a deal “done” the moment the seller signs a counter offer are operating on shaky ground. The buyer can accept, counter again, or walk away until their unconditional acceptance is communicated.
Another pitfall is the management of time. Counter offers do not stay open indefinitely. In practice, most are informal — a call is made, the amended contract is emailed across, and the expectation is a response within hours or by a nominated deadline. Agents should always establish a clear timeframe with the party making the counter offer. If the property is attracting other interest, the seller may wish to nominate a specific expiry time. That expiry can be noted on the contract document itself or confirmed in writing separately. Once the offer lapses without acceptance, the seller is free to negotiate with another party — but the agent must be certain the offer has genuinely lapsed, not merely been delayed.
Conditions and what changes in a counter offer
Price is the variable that most buyers and sellers focus on, but the conditions of sale can be just as consequential and are frequently the subject of counter offers. Finance clauses, building and pest inspection clauses, settlement dates, deposit amounts, and inclusions are all standard battlegrounds. An agent who understands these terms deeply — not just as boxes on a form but as commercial levers with real implications for both parties — is far better placed to help negotiations succeed.
A counter offer that modifies a condition does not automatically affect all other terms. If the seller counters only on price, the buyer’s proposed finance clause, building and pest clause, and settlement terms survive unless the seller has also crossed them out. Agents must read every round of the counter offer carefully to track exactly which terms are live and which have been agreed. A missed notation — an extra deletion, an initialling error — can create genuine uncertainty about what the parties actually agreed.
Under the Property Law Act 2023, which commenced on 1 August 2025 and replaced the Property Law Act 1974, the Queensland Government passed the Property Law Act 2023, replacing the Property Law Act 1974, with commencement on 1 August 2025. Among its changes, the Act introduces a mandatory seller disclosure regime. From August 2025, sellers must provide a disclosure statement and a set of prescribed certificates to buyers before a contract is signed. This is relevant to counter offer practice because the disclosure obligations attach to the point of contract execution. If disclosure documents are not properly provided before the buyer signs to accept a counter offer, failing to share these documents gives buyers a statutory right to terminate the contract — right up until settlement — even if no loss has occurred. Agents facilitating counter offer negotiations must be satisfied that disclosure obligations are met before any version of the contract is executed.
Authority and vendor instructions
An agent cannot create a counter offer. Only the seller can authorise the counter offer terms that are put to the buyer; only the buyer can authorise the terms put back to the seller. The agent’s role is to carry, explain, and document — not to commit either party to a position without instructions. Using a licensed agent to buy or sell real estate protects you under the Property Occupations Act 2014. Licensed agents must meet industry-based standards and codes of conduct.
Where an agent is acting under a buyers’ agent arrangement, the obligation is mirrored: the agent cannot instruct the seller on the buyer’s behalf or commit the buyer to amended terms without authority. In a conjunction arrangement — where a buyer’s agent and a listing agent are involved — both sides need clear internal lines of authority. The counter offer document travels through the agents, but it is the principal parties who sign.
What Queensland Agents Need to Know About Counter Offer
The mechanics are straightforward; the discipline is harder. These are the practices that separate competent counter offer management from careless handling.
Document every round. Every amended contract page needs to be retained in the file. In a negotiation that goes through three or four counter offers, you need a clear record showing each party’s position at each point. If a dispute later arises about what was agreed — or whether a previous offer was revived — your file is your evidence. Agents investigated by the Office of Fair Trading are required to produce records. It is important that agents are aware that they can be investigated by the Office of Fair Trading following a complaint from a potential buyer. The agent would have to produce evidence of the existence of other potential buyers and any higher offer.
Keep your client informed promptly. There is no safe harbour in delay. Real estate agents must ensure that all offers are presented to the seller, within a reasonable timeframe, in writing. Agents also have a statutory obligation to attempt to get the highest possible price for their client, the seller. Sitting on a counter offer while you assess the market or wait for a third party to submit is a breach of your duty.
Do not express positions you have not been authorised to express. When a buyer asks “will the seller take $X?” before you have asked the seller, the only correct answer is that you will take the question back to your client. Volunteering a position — even a conservative one — can inadvertently create an impression of authority you do not have, and can constrain your client’s negotiating options later.
Understand the interaction with multiple offers. A counter offer from the seller to one buyer effectively closes that round of negotiation with that buyer. If a second buyer submits an offer while the first buyer is sitting on a counter offer, the seller has a choice — but cannot accept two contracts simultaneously. The vendor can choose to accept the higher offer, negotiate with a particular buyer, or reject all offers. Keep in mind that a vendor does not have to accept any offer, even if it’s the first offer or the highest offer. If the seller wishes to counter one buyer while keeping another offer alive, the agent needs written instructions and careful handling to avoid any suggestion of misleading conduct.
Conditions negotiated in a counter offer survive in the final contract. Agents should read back through the fully executed contract before declaring a deal done. Check that every change has been initialled by both parties, that no conflicting terms exist across different pages, and that the document is internally consistent. An uninitialled change is not a valid amendment to the contract — it is a discrepancy that could give a party grounds to dispute what was agreed.
Do not apply pressure. Agents should ensure that no pressure is exerted on potential buyers to increase their offer, as this may be considered to be high pressure tactics, harassment or unconscionable conduct. This applies equally to the counter offer process as it does to multiple offer scenarios. Urgency is a legitimate commercial reality; manufactured urgency is a conduct risk.
What This Means for Queensland Agents
The counter offer is not a formality — it is the core of private treaty negotiation, and it carries real legal weight. A counter offer kills the offer it responds to. It creates a new offer that can be accepted, rejected, or countered again. No binding contract exists until both parties have signed the same document on identical terms, and in Queensland that document must be in writing.
The agent’s obligations during this phase are clear: present all offers and counter offers to the client promptly, act only within the scope of instructions received, document every step, and avoid any conduct that could be characterised as misleading, deceptive, or unconscionable under the Property Occupations Act 2014 or the Australian Consumer Law. The introduction of the mandatory seller disclosure regime under the Property Law Act 2023 has added an additional layer of compliance — agents need to be satisfied that disclosure has been properly completed before any version of the contract is executed by the buyer.
The difference between an agent who handles counter offer negotiations with precision and one who treats them loosely often determines whether a deal closes, whether the client’s interests are fully served, and whether the agent’s own licence remains clean. Get the paperwork right, get the instructions in writing, present promptly, and document everything.