What a Counter Offer Means When Buying a House in Victoria

We hear this question most Monday mornings from Melbourne buyers who made an offer after a busy Saturday inspection, then received a call saying the vendor wants more money or different terms. It can feel as though the property is nearly yours, while the paperwork says something quite different.

The short answer: a genuine counter offer rejects the offer you made and puts a new offer on the table. In a Victorian private sale, a buyer is generally not locked in merely because an agent discusses a new price by phone; the land sale needs written, signed terms, and the buyer and vendor must agree to the same version of the contract. Most eligible residential buyers also receive three clear business days to cool off, with the vendor able to retain $100 or 0.2 per cent of the price, whichever is greater.

What is a counter offer when buying a house in Victoria?

A counter offer means the vendor has not accepted your offer as presented. Instead, the vendor is proposing a different price, settlement date, deposit arrangement, special condition or other term for you to consider.

In Victoria, buyers commonly make a written offer on a house by signing the contract of sale. If the vendor signs that contract without changing the terms, the sale becomes binding. If the vendor changes a term and sends it back for your agreement, that amended version is usually a counter offer.

A genuine counter offer generally replaces the earlier offer. You can accept it, reject it, make another counter offer or walk away. You usually cannot demand that the vendor return to your first price once it has been rejected.

A question such as ‘Can you come up another $10,000?’ may be only an invitation to negotiate. A clear proposal such as ‘The vendor will sell for $810,000 with settlement in 60 days’ is much closer to a counter offer. The wording and signed documents matter, so do not assume every phone call has the same legal effect.

Is a verbal counter offer binding in Victoria?

A verbal counter offer is generally not enough to create an enforceable Victorian land sale. Section 126 of the Instruments Act 1958 requires a contract for the sale or other disposition of an interest in land, or a note or memorandum of it, to be in writing and signed by the person against whom it is enforced.

That means an agent saying, ‘The vendor will take $780,000’, does not usually lock either party into the sale. Your reply of ‘Yes, done’ may show that you want to proceed, but the signed contract still needs to record the agreed deal.

This protects you from a rushed call while you are standing at a tram stop. It also means the vendor may consider another buyer before the paperwork is completed. Our guide to whether a letter of offer is binding explains why the wording matters.

Treat the call as a prompt to act, not proof that the property is secured. Ask for the final amended contract, check it carefully and return it only when you understand every change.

Does a counter offer cancel my original offer?

A clear counter offer usually rejects and replaces the original offer. Once that happens, the earlier offer is generally no longer open for the vendor to accept later without your renewed agreement.

This point can become blurred when the agent is only testing whether you might increase your price. A request for information does not always amount to rejection. For example, ‘Would you consider $800,000?’ may be a question, while ‘The vendor rejects $780,000 and offers to sell for $800,000’ is far clearer.

Keep written records. Ask the agent to confirm the vendor’s proposed price and terms by email, then make sure the contract matches. This can prevent arguments about which offer was current and whether a deadline passed.

What should I check when a counter offer comes back?

Check the whole contract again, not only the price. A counter offer can alter any term, and a small handwritten change can affect your finance, moving date or ability to end the contract under a special condition.

In our practice, we’ve seen buyers concentrate on a new price while missing that the settlement date moved by several weeks or that a finance condition was narrowed. That is easy to do when the agent wants initials returned before close of business.

Review these points line by line:

Purchase price: Confirm the final figure and check whether GST wording is relevant, particularly for a new home or off the plan property.
Deposit: Check the amount, when each part is due and where it must be paid.
Settlement date: Make sure it works with your loan approval, current lease, sale of another property and removalist booking.
Finance condition: Check the lender, approval date, loan amount and steps required if finance is declined.
Building and pest condition: Read the test for ending the contract. Some clauses only apply to a major structural defect.
Included goods: Confirm items such as the dishwasher, fixed heating, split system units and window furnishings remain listed.
Special conditions: Look for deleted protections, new default costs, changes to adjustments or limits on your rights.
Handwritten amendments: Make sure every change is clear, dated where needed and properly initialled.

Do not initial a change simply because the agent calls it ‘standard’. Your initials show agreement. Ask for a clean contract if crossed out figures and crowded margins make it hard to read.

Can the vendor sell to someone else while I consider the counter offer?

Yes. Until a binding contract is formed, the vendor can generally negotiate with other buyers and may accept another offer. Losing the property at this stage is commonly called gazumping.

This risk is real after a crowded inspection in Coburg, Preston or Yarraville, particularly when the agent is managing multiple offers on a property. The vendor may prefer a slightly lower price from a buyer offering an unconditional contract, a larger deposit or the vendor’s preferred settlement date.

You are free as well. Before acceptance, you can keep inspecting, change your position or leave. A counter offer neither reserves the property nor forces you to increase your price.

Speed helps, but blind speed does not. Get the amended documents reviewed, respond in writing and ask the agent to arrange the vendor’s signature promptly. A contract signed by only one party leaves room for the deal to move.

How should I respond to a counter offer?

Choose one of three responses: accept the counter offer, make your own counter offer or reject it. Base the choice on the contract terms and your budget, not on the pressure of the call.

A sensible process is:

Pause and check your ceiling. Decide whether the new price still fits your loan, deposit, stamp duty, moving costs and cash buffer. Do not borrow at your limit simply because another buyer is said to be interested.
Review every amended term. Compare the new contract with the earlier version. Ask your conveyancer to explain any changed condition before you initial it.
Choose your response. Accept as written, propose a different price or term, or decline.
Put it in writing. Use the contract and a clear email through the agent so there is a record of what you proposed.
Set an expiry time. A deadline such as 5 pm the next business day can stop your offer remaining open while the vendor shops it around.
Ask for a clean final copy. Once terms are agreed, make sure both parties sign the same readable version and each receives a copy.

Negotiation is not limited to price. You might accept the vendor’s figure in return for a longer settlement, a smaller initial deposit or keeping your finance condition. A vendor may accept less for terms that suit their move.

Do I get a cooling off period after accepting a counter offer?

Most eligible buyers in a Victorian private residential sale receive a cooling-off period of three clear business days. Under section 31 of the Sale of Land Act 1962, the period runs after the purchaser signs the contract, and written notice must be given within the required time.

If you cool off validly, the vendor may keep $100 or 0.2 per cent of the purchase price, whichever is greater. The balance of money paid under the contract is returned.

Do not assume that accepting an amended contract restarts the clock. Counter offers can create more than one signature or initialling date, and the correct deadline depends on the documents and how agreement was reached. Ask your conveyancer to calculate the deadline and act early if you may need to end the contract.

Cooling off is not available for every sale. Key exclusions include:

a purchase at a publicly advertised auction
a purchase within three clear business days before or after that auction
land used mainly for industrial or commercial purposes
farming land over 20 hectares
a buyer who is an estate agent or a company
a later contract between the same parties for the same land on substantially the same terms.

Finance and building conditions are separate from cooling off, with their own wording, dates and notice requirements.

Where does a conveyancer fit into a counter offer?

A conveyancer should review the changed contract before you accept it. The first review does not automatically cover a later version with a new price, settlement date or rewritten special condition.

Your conveyancer can compare versions, check the Section 32 vendor statement, flag title or owners corporation issues and help draft a counter offer that says what you intend. This matters with finance and building clauses, where a few words can change the protection available to you.

Send both versions and the agent’s written messages. Tell your conveyancer when the vendor wants an answer, but do not let that deadline replace a proper check. A quick review before signing is far easier than trying to fix an unwanted term after the contract becomes binding.

Frequently asked questions

What does a counter offer mean when buying a house?

A counter offer means the vendor has not accepted your offer as made and is proposing different terms. A clear counter offer generally replaces the original offer, leaving you free to accept, negotiate again or walk away.

Is a counter offer legally binding in Victoria?

A counter offer can become binding when it is properly accepted and the agreed written contract is signed. The mere arrival of an amended contract or a verbal message from the agent does not by itself bind the buyer.

Can I withdraw after the vendor makes a counter offer?

Yes, you can usually leave the negotiation before accepting the counter offer because no binding agreement has been reached on those new terms. Once you accept and a contract is formed, withdrawal depends on cooling off rights, contract conditions or another legal right.

Do I get a cooling off period if I accept a counter offer?

Most eligible buyers in a Victorian private residential sale receive three clear business days after signing to cool off. Auction related sales and several other categories are excluded, so have your conveyancer confirm the deadline from the actual contract.

Can the vendor accept another buyer’s offer while I am considering a counter offer?

Yes. Before a binding contract is formed, the vendor can usually keep negotiating and accept another buyer’s offer. Respond promptly once your contract review and finance position are clear.

Should a conveyancer review a counter offer before I sign it?

Yes. A counter offer creates a changed contract, and the amendments may go beyond price. A conveyancer can compare versions, review the Section 32 and explain what your initials or signature will accept.

About the Pearson Chambers Conveyancing team

Pearson Chambers Conveyancing is a Melbourne focused team helping Victorian buyers, including first home buyers, with residential contracts and settlements each day. We review Section 32 statements, explain special conditions in plain English and help clients respond when a vendor changes the deal. Amended contracts and time sensitive counter offers are a regular part of our work.

Sources we consulted

Talk to us before you initial a counter offer

A changed price can distract you from a changed condition. Pearson Chambers Conveyancing offers a complimentary Section 32 contract review, so you can see what moved between versions before you commit.

Email: contact@pearsonchambers.com.au

General information only, current as at the date of publication. Victorian conveyancing rules and legislation change frequently. Please contact the Pearson Chambers Conveyancing team for advice on your specific contract.