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In contract law, a proposal made in response to an original offer modifying its terms, but which has the legal effect of rejecting it.

A counteroffer normally terminates the original offer, but the original offer remains open for acceptance if the counteroffer expressly provides that the counteroffer shall not constitute a rejection of the offer.

The Uniform Commercial Code (UCC)—a body of law adopted by the states that governs commercial transactions—modifies this principle of contract law with respect to the sale of goods by providing that the "additional terms are to be construed as proposals for addition to the contract."


noun casus foederis, contractual terms, counterbid, counterclause, counterconditions, counterlimitation, countermeasure, counterplan, counterproposal, counterproposition, counterqualification, counterrecommendation, counterreservation, counterstipulation, hard bargaining, negotiation, new offer, part of the bargain, responsive offer, set of terms, terms proposed
References in periodicals archive ?
Telephoning a supplier and verbally requesting shipment of materials, as often happens, also constitutes an acceptance of a suppliers proposal and would not be a counteroffer.
Second, if you accept the counteroffer, the fact that you considered leaving the company could mean your loyalty could be called into question.
We're trying to do the best we can to make this happen," Eugene School Board Chairman Jim Torrey said of the counteroffer.
45) Section 2-207, however, assumes that the appearance of an additional or different term in a response to an offer should not necessarily be understood to manifest an offeree's intention to make a counteroffer as classical contract doctrine required.
Now wary of Zeus ethics, Jack accepted the counteroffer.
To analyze this question, we will look at proposals made in the third and fourth round, that is, the first concession made after the first offer and the corresponding counteroffer have been observed (round 3) and the concession made after the concession of the first-mover has been observed (round 4).
The best way to avoid a counteroffer, of course, is to keep key employees happy in the first place.
According to the Journal's article on Saturday, a possible counteroffer was also in the works by investor Carl Icahn, who is opposed to the current proposed offer and earlier this month reached an agreement with Dell to examine the company's books.
President Barack Obama made a counteroffer to Republicans on how to avoid the fiscal cliff of tax hikes and spending cuts set to take place at the start of 2013.
The video provider responded to the broadcaster's original offer with a counteroffer.
Despite the rising prevalence of counteroffers, only 39 percent of employers say it is at least somewhat common for employees to accept a counteroffer.