Call now. We Fight. You Win.


Revoking, rejecting and counter offering a contract

Judge gavel with Justice lawyers, Lawyer or Judge counselor work

Contracts play a fundamental role in legal transactions, ensuring that parties uphold their obligations and protecting their rights and interests. Understanding the concepts of revoking, rejecting, and counter offering contracts is crucial for individuals and businesses to navigate contractual relationships effectively. In this blog post, we will explore the key principles and considerations associated with revoking, rejecting, and counter offering contracts, along with real-life case studies, best practices, and frequently asked questions.

Revoking a Contract

Revocation refers to the act of withdrawing an offer or acceptance made during the negotiation and formation of a contract. While contracts are generally binding once accepted, there are circumstances under which revocation can occur. It is important to understand the following scenarios:

1. Revoking an offer before acceptance:

If the offeror withdraws the offer before the offeree accepts it, the offer is considered revoked.However, it is crucial to note that an offer may contain a specific time limit within which it can be accepted. Once this time limit expires, the offer is automatically revoked.

2. Revocation of acceptance:

In certain situations, the offeree may be able to revoke their acceptance of an offer.One such circumstance is when there is a material change in the terms of the contract before acceptance. The offeree must promptly notify the offeror of the revocation of acceptance.

3. Revoking a contract due to fraud, duress, or misrepresentation:

If a contract was entered into based on fraudulent or misleading information, the innocent party may have grounds to revoke the contract.Similarly, if a party was coerced or forced into entering the contract under duress, they may be able to seek revocation.When revoking a contract, it is crucial to consider various factors, including time limits and deadlines, proper communication methods, and the potential legal consequences of revocation. Seeking legal advice is recommended to ensure compliance with contractual obligations and minimize the risk of liability.

Rejecting a Contract

Contract rejection occurs when one party refuses to accept or perform their obligations under a contract due to valid grounds. Some reasons for contract rejection include:

1. Material breach of contract:

If the other party fails to fulfill a significant term or condition of the contract, it may constitute a material breach, giving rise to the right to reject the contract.Material breaches are those that go to the essence of the contract, substantially depriving the innocent party of the expected benefits.

2. Nonconforming goods or services:

If the goods or services provided do not meet the agreed-upon specifications, the recipient may reject them.The rejection must be made within a reasonable time and the rejecting party should notify the other party of the rejection and the reasons behind it.

3. Failure to meet contractual terms or obligations:

If one party fails to meet their obligations as outlined in the contract, the other party may have grounds for rejection.It is essential to review the contract terms carefully to determine the specific obligations of each party and the remedies available in the event of a breach.To properly reject a contract, it is essential to provide written notice of rejection, communicate with the other party in a timely manner, and, if applicable, return any received goods or consideration. Rejection of a contract terminates the parties’ obligations, but it may also carry potential liability for damages or losses. Seeking legal advice is advisable to navigate rejection situations effectively.

Counter Offering a Contract

A counter offer is a response to an original offer, proposing modifications or new terms. It operates as a rejection of the initial offer and creates a new offer for the other party to accept or reject. Here are some key aspects to consider when counter offering a contract:

1. Modifying terms and conditions:

A counter offer allows the parties to negotiate and propose changes to the terms and conditions of the original offer.It is essential to clearly communicate the modifications and ensure mutual understanding between the parties.

2. Consideration and acceptance:

A counter offer requires consideration, just like any other contract.The counter offer must be accepted by the other party for it to become a binding agreement.

3. Termination of the original offer:

When a counter offer is made, it terminates the original offer. The parties are no longer bound by the terms of the initial proposal. Counter offering provides an opportunity to negotiate and reach a mutually beneficial agreement. However, it is crucial to keep in mind that the counter offer process may involve multiple rounds of negotiations and can prolong the finalization of the contract. Clear communication, documentation, and legal guidance are key to ensure a smooth counter offer process.

Real-Life Examples

To illustrate the concepts of revoking, rejecting, and counter offering contracts, let’s consider some real-life examples:

1. Lease Agreement

A landlord offers a commercial lease to a tenant, but before the tenant accepts, the landlord breaches the contract by failing to provide certain promised amenities. To address the concerns, the tenant may choose to reject the lease agreement due to the landlord’s breach of contract.

2. Purchase of Goods

A buyer orders a specific product, but upon delivery, the goods do not conform to the agreed-upon specifications. The buyer rejects the goods and requests a refund or replacement, exercising their right to reject the contract.

3. Employment Contract Negotiation

An employer presents a job offer to a candidate, including a proposed salary and benefits package. The candidate counters with a higher salary requirement, initiating a negotiation process between the parties.

FAQ (Frequently Asked Questions)

In general, once an offer has been accepted, it becomes a binding contract, and revocation may not be possible. However, specific circumstances or contract terms may allow for revocation or modification.

While oral rejection may be possible in some situations, it is generally advisable to provide written notice of contract rejection to avoid disputes and ensure clarity.

Yes, a counter offer can be made even after a contract has been rejected. It initiates a new negotiation process and effectively terminates the original offer.

Revoking a contract without proper legal grounds or without following the appropriate procedures may result in legal claims for breach of contract or potential liability for damages.


Understanding the concepts of revoking, rejecting, and counter offering contracts is essential for individuals and businesses engaged in contractual relationships. By familiarizing themselves with the principles and considerations outlined in this blog post, parties can navigate contract negotiations effectively and protect their rights and interests.


Quick Contact

Table of Contents

Contact us