Offer, Counter Offer and Execution

Capitalized Words and Defined Terms

Throughout the purchase contract, certain words and phrases are capitalized (e.g., Property, Buyer, Seller, Completion Day, Deposit).

Why This Matters

Capitalized terms:

• have specific legal meanings

• refer back to defined sections of the contract

• must be read consistently throughout the document
  
  

This is standard legal drafting practice and helps:

• avoid ambiguity

• ensure consistent interpretation

• strengthen enforceability

👉 REALTORS® should not alter defined terms casually and should ensure clients understand that capitalized terms are intentional and meaningful.

The Typical Offer / Counter-Offer Process

1. Initial Offer

The buyer submits a signed offer to the seller that includes:

• price and deposit

• conditions

• timelines

• all agreed-upon terms
  
  

At this point:

• the offer is open for acceptance only until the expiry date and time

• the buyer is legally bound if the seller accepts without changes
  
  

2. Seller’s Response

The seller has three options:

1. Accept the offer as written
   
   

2. Reject the offer
   
   

3. Counter the offer
   
   

Any change — no matter how small — creates a counter-offer, including:

• crossing out wording

• changing dates or amounts

• adding or removing clauses

• altering conditions
  
  

Once a counter-offer is made:

• the original offer is no longer available

• the roles reverse — the seller becomes the “offeror”
  
  

3. Counter-Offer Mechanics

A counter-offer must:

• clearly show all changes

• have every change initialed by all parties

• be signed and delivered before the stated expiry
  
  

⚠️ If changes are made but not initialed by all parties, the contract may be unenforceable.

4. Initialing Changes — Not Optional

Initials serve a critical legal purpose:

• they confirm agreement to each specific change

• they reduce disputes over “who changed what”

• they support enforceability if challenged later
  
  

Best practice

• Initial beside every strike-through, insertion, or amendment

• Never assume a signature alone confirms agreement to changes

• Do not rely on “verbal approval” of changes
  
  

5. Date and Time — Why Section 17 Matters

Every offer and counter-offer has an expiry date and time.

If the offer is:

• not signed

• not fully initialed

• not delivered
  
  

before the expiry, it is void.

Once expired:

• there is nothing to accept

• a new offer must be prepared
  
  

This applies even if:

• the parties intend to proceed

• negotiations were ongoing

• the delay was minor
  
  

Time is of the essence.

REALTOR® Responsibilities in Offer Flow

REALTORS® must:

• track expiry dates and times precisely

• confirm time zones (Alberta time governs)

• ensure all changes are properly initialed

• confirm execution before expiry

• avoid presenting expired or incomplete offers
  
  

REALTORS® should never:

• assume flexibility on expiry

• backdate or alter times

• pressure parties to “just sign quickly” without review
  
  

Common Risk Points to Watch For

• Changes made after expiry

• Missing initials beside amendments

• Confusion over which version is current

• Multiple counters circulating simultaneously

• E-signature time stamps not aligned with Alberta time
  
  

When in doubt:

• stop

• clarify

• escalate to the brokerage or legal counsel
  
  

Key Takeaways for REALTORS®

• Any change = counter-offer

• Initials matter — every time

• Expiry dates are absolute

• Execution must be complete and delivered before expiry

• Precision protects clients and protects you