Offer, counteroffer, and acceptance, and how contracts end

From proposal to agreement

An offer proposes definite terms to another party. The offeror makes it; the offeree receives it. Acceptance must match the offer and become effective as the offer requires while the offer is still open. A signature kept private does not satisfy an express requirement to deliver acceptance.

A counteroffer proposes changed terms instead of accepting the original terms. In ordinary negotiations it rejects the original offer and reverses the roles: the countering party becomes the offeror. A question about possible changes, without conditioning acceptance or rejecting the offer, can be a mere inquiry. Silence ordinarily is not acceptance.

Before acceptance, an ordinary revocable offer can end by communicated revocation, rejection, counteroffer, expiration, or operation of law, such as a party's death. A deadline does not by itself create an enforceable option. An option supported by consideration can restrict revocation during its term.

Florida requirements

Florida Statutes section 725.01 generally requires a land-sale agreement, or a sufficient memorandum, to be written and signed by the party against whom enforcement is sought. Distinguish enforceability from whether people expressed agreement; do not simply call every oral agreement void.

Under Florida Statutes section 475.278, transaction brokers and single agents must present offers and counteroffers promptly unless the party previously directed otherwise in writing. Presenting an offer is not accepting it for the seller.

Ending duties after formation

Full performance discharges the duties performed. Mutual rescission is an agreement to unwind the contract and release obligations, addressing restoration of benefits as appropriate. A release relinquishes a contractual claim or right. Novation substitutes a new obligation or party by agreement and releases the replaced obligation or party; assignment alone does not necessarily release the original obligor.

A contingency can authorize termination when its stated condition fails and its notice requirements are met. For example, a diligent buyer denied financing may terminate under the agreed financing clause. That differs from refusing to close despite having no contractual excuse.

Material breach can justify ending the injured party's remaining performance and seeking remedies. Damages compensate loss; specific performance seeks a court order requiring performance. Liquidated damages depend on an enforceable agreed clause, not merely on the existence of a deposit. Breach does not erase liability. True legal impossibility or a later law making performance illegal can discharge duties; regret or a worse bargain does not.

Apply the actual agreement and facts: termination rights, deadlines, surviving duties, deposit disposition, and available remedies depend on them; disputed legal consequences call for legal advice.