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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."

West's Encyclopedia of American Law, edition 2. Copyright 2008 The Gale Group, Inc. All rights reserved.
References in periodicals archive ?
And you are well-advised to make any counteroffer close to what you'd really take.
The primary reasons leaders say they extend counteroffers are to prevent the loss of an employee's institutional knowledge and to avoid spending time or money hiring a replacement.
The UCC rejects the mirror image rule and converts a common law counteroffer into an acceptance even if it states additional or different terms." It states:
Wasden proposed a counteroffer requiring the federal agency to start analyzing other ways than the Integrated Waste Treatment Unit to treat the 900,000 gallons.
"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.
If the worker rejects, he can make a counteroffer in round 2 which can then be accepted or rejected by the firm.
The union is pushing for a 100 euro ($138) one-off payment and a 3.5 percent wage increase and says they have not yet received a counteroffer.
"There's a danger in an automatic counteroffer approach in that it may trigger other people to think that's the way to get ahead in their compensation," Lacey says.
NNA - Russia proposed to its Western partners at the United Nations Security Council a counteroffer late Wednesday to bring aid to desperate Syrian civilians, diplomats said, AFP reported.