A seller has entered into an exclusive right to sell agreement with a broker. The buyer presents the seller with an offer to purchase which is 20%…

Under fundamental principles of contract law, an offer to purchase is a proposal from a potential buyer to the seller. The seller, as the property owner and offeree, has the absolute discretion to accept the offer, reject it outright, or propose a counteroffer. The presentation of an offer, especially one below the asking price, does not create any legal obligation for the seller to accept it or to continue negotiations. The exclusive right to sell agreement governs the relationship between the seller and their broker, primarily concerning the broker's duties and commission, but it does not compel the seller to sell their property or accept any specific terms from a buyer.

A. The seller's commission obligation is to their broker, not the buyer. There is no scenario where a seller pays the buyer for rejecting an offer.

C. In real estate contracts, acceptance must be explicit and communicated. Silence or the passage of time results in the expiration or rejection of an offer, not its acceptance.

D. A counteroffer is a negotiation tactic and a new offer made by the seller. It is a choice, not a legal requirement, if the original offer is deemed unacceptable.

1. Massachusetts Board of Registration of Real Estate Brokers and Salespersons, 254 Code of Massachusetts Regulations (CMR) 3.00: Professional Standards of Practice. Section 3.00(10)(b) requires a broker to "convey all formal written offers to his or her principal," which establishes the seller's position as the decision-maker with the authority to accept or reject said offers. The regulation imposes no duty on the seller to accept.

2. Cornell Law School, Legal Information Institute (LII), "Contract Law." The foundational elements of a contract are offer and acceptance. An offer gives the offeree (the seller) the power to bind the offeror by accepting, but it does not impose a duty on the offeree to do so. The offeree can reject the offer, which terminates it.

3. Ling, D. C., & Archer, W. R. (2018). Real Estate Principles: A Value Approach (6th ed.). McGraw-Hill Education. Chapter 12, "Contracts for Sale and Closing," clarifies that the seller of a property is not required to accept any offer, regardless of the price. The decision to accept, counter, or reject remains solely with the seller until a contract is mutually executed.