Why counteroffer matters to a first-time founder
A counteroffer can change price, scope, timing, liability, or another term that determines whether a deal works. Making one usually means the original offer has not been accepted and may no longer remain open. Founders should record versions carefully so nobody starts work believing different terms were agreed.
Examples of counteroffer
A buyer offers ¥2 million for a project delivered in June. The supplier replies, “¥2.2 million with delivery in July.” That is a counteroffer, not acceptance. If the buyer accepts those revised terms clearly, they may form the agreement. If the supplier merely asks whether July is possible, the legal effect may differ.
Common misunderstanding
A counteroffer is not always the same as a request for information. Asking for clarification may leave the original offer intact, while proposing changed terms commonly rejects it. Labels do not decide the issue by themselves. Wording, conduct, timing, and governing law determine whether a binding contract was formed.
When to use it
Use one when an offer is close but a specific term is unacceptable. State every proposed change, an expiry time, and whether other terms remain unchanged. For high-value, employment, property, or cross-border negotiations, have suitable counsel review the wording because offer-and-acceptance rules vary by jurisdiction.