When it comes to property sales, understanding the intricacies of offers and acceptances is crucial. One misstep in the negotiation process can lead to unexpected consequences, as highlighted in a recent High Court decision.

Imagine this scenario: You receive an offer for your property, but you’re not entirely satisfied with the terms. Before accepting, you make a few changes to the offer. Perhaps they seem minor, or maybe they’re significant alterations. Either way, what you’ve just done is effectively negotiate – not accept – the offer. And herein lies a common misconception: the belief that you have a valid sale when, in fact, you do not.

The concept of “conditional acceptance” is at the heart of this issue. Conditional acceptance of an offer amounts to rejection, not acceptance, of the original offer. Unless the buyer accepts your amendments in writing, you may not have a valid sale. This distinction was brought into sharp focus in a recent legal case involving a property auction, a counter-offer, and a commission claim.

In this case, a property auction resulted in a top bid of R1.85 million. After negotiations, the buyer submitted a second offer of R1.9 million, which the seller accepted with amendments. However, the parties could not agree on these outstanding issues, leading the seller to sell the property to another buyer without involving the auctioneers.

The auctioneers subsequently sued the seller for commission, arguing that a sale had been concluded at R1.9 million. They contended that the amendments made by the seller were not material to the sale. However, the court disagreed, emphasising that anything less than an unqualified acceptance of the entire offer constitutes a counter-offer and a rejection of the original offer.

The court dismissed the auctioneers’ claim for commission, ruling that the seller’s amendments were material and amounted to a counter-offer, which the buyer had not accepted. As a result, no valid sale agreement existed.

So, what does this mean for property sellers and buyers? It underscores the importance of clarity and precision in negotiations. Making a counter-offer can be an effective negotiating tactic, but it’s essential to understand the implications of conditional acceptance.

Before making any changes to an offer, seek legal advice to ensure that you understand the potential consequences. And always ensure that any amendments are accepted and signed by both parties to avoid ambiguity and potential disputes.

In conclusion, navigating property sales requires a keen understanding of the nuances of offer and acceptance. By being aware of the pitfalls of conditional acceptance and seeking legal guidance when needed, sellers and buyers can protect their interests and ensure a smooth transaction process.


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