A California real estate deal exists when a live offer receives effective, unqualified acceptance
Live offer
The proposal reached the intended offeree and has not ended.
Unqualified acceptance
The offeree assents to the offered terms without making acceptance conditional on a change.
Effective communication
Acceptance follows the offer's required method and becomes effective before termination.
A California real estate contract forms when the intended offeree gives absolute, unqualified acceptance to a still-open offer in the required or legally sufficient manner. A material change is a counteroffer, an unequivocal no is rejection, and the offeror can revoke before acceptance becomes effective unless a binding option or another rule prevents it. Always read the offer's own deadline and communication clause.
California Legislative Information, Civil Code sections 1580 through 1589 · checked 2026-08-27One proposal can end in seven different ways
| Event | What happened | Status |
|---|---|---|
| Offer | A definite proposal is communicated to the intended offeree | No contract yet |
| Open period | The offeree can accept while the offer remains alive and any prescribed conditions are met | Power of acceptance exists |
| Acceptance | The offeree gives absolute and unqualified assent in the required or legally sufficient manner | Contract forms at the controlling communication point |
| Counteroffer | The offeree changes or qualifies the proposed bargain | Original offer ends; counteroffer becomes a new offer |
| Rejection | The offeree unequivocally refuses the proposal | Original offer ends |
| Revocation | The offeror withdraws before acceptance becomes effective | Original offer ends if revocation is timely communicated |
| Lapse | The stated deadline or a reasonable time passes without acceptance | Original offer ends |
No response is not a contract status
If the offeree has not accepted, rejected, or countered, the offer may simply remain open until revocation or lapse. Track the deadline instead of inventing an implied yes or no.
A usable offer must reach the right person with definite terms
Communicated proposal
The offeree must know of the offer. A private intention to sell, an unsigned draft never delivered, or an offer communicated only to the wrong person does not give the intended offeree a power of acceptance.
Contractual and definite
The proposal must show contractual intent and enough certainty to identify the promised performance. A court does not supply the material bargain the parties left for later agreement.
A real estate offer should let the reader identify the parties, property, price or method, material financing and performance terms, contingencies, deadline, and acceptance method. Post 66 owns the four validity elements, and Post 68 owns the signed-writing requirement. Here the task is narrower: decide whether the proposal was alive and accepted.
Seven events can terminate the power of acceptance
Lapse of stated time
The offer's deadline passes before effective acceptance
Read the exact date, time, time zone, and event stated in the offer
Lapse of reasonable time
No deadline appears and a fact-dependent reasonable time passes
Market, subject matter, communication method, and surrounding facts can matter
Communicated revocation
The offeror withdraws before acceptance is communicated
A promise to keep an ordinary offer open is not necessarily an option
Failure of prescribed condition or mode
The offeree misses a condition precedent to acceptance or uses a nonconforming method
Read what the offer actually made mandatory
Qualified acceptance or counteroffer
The offeree conditions assent on a changed term
Civil Code section 1585 treats qualified acceptance as a new proposal
Unequivocal rejection
The offeree clearly refuses the offer
An inquiry or negotiating suggestion is not necessarily a rejection
Death or legal incapacity
The proposer dies or loses legal decision-making capacity before acceptance
Civil Code section 1587 includes this terminating event
A counteroffer ends one line and starts another
Roles reverse
The original offeree becomes the counterofferor. The original offeror becomes the new offeree.
Original ends
Civil Code section 1585 treats a qualified acceptance as a new proposal. DRE says the original offer cannot later be accepted unless revived.
New clock starts
The counteroffer has its own terms, deadline, acceptance method, revocation, rejection, and possible counter.
Change versus inquiry
“I accept if you include the refrigerator” is conditional assent and therefore a counteroffer. “Would you consider including the refrigerator?” can be an inquiry that leaves the original offer alive. Read the full communication and whether assent was conditioned on the requested change.
Acceptance must satisfy six checks
Right person
The intended offeree acts with knowledge of the offer
Right terms
Acceptance is absolute and unqualified, not conditional on a material change
Right method
The offeree follows the method the offer prescribes, or a reasonable and usual method when none is prescribed
Right time
Acceptance becomes effective before deadline, revocation, rejection, counteroffer, lapse, death, or incapacity ends the power
Right communication point
Apply the offer's receipt or delivery term before relying on California's default dispatch rule
Right record
For real estate, satisfy the Statute of Frauds and electronic-record rules assigned to Posts 68 and 69
Silence is usually not acceptance
An offeror generally cannot impose a contract by saying silence will count as yes. DRE notes narrow settings in which circumstances, previous dealings, or accepted performance can make conduct sufficient. Do not infer one of those settings merely because the offeree did not respond.
California's default dispatch rule yields to the offer's communication terms
Default rule
Civil Code sections 1582 and 1583 make conforming acceptance fully communicated when the offeree puts it into the prescribed, or otherwise reasonable and usual, course of transmission.
Offer controls method
If the proposal makes actual receipt, delivery to a named person, a platform event, or another condition necessary, follow that term. Dispatch is not a shortcut around the offer's express rule.
| Offer language | Critical event | Evidence to preserve |
|---|---|---|
| No special communication term | Conforming transmission under the statutory default | Complete acceptance, dispatch method, address, and timestamp |
| Acceptance effective only on receipt | Receipt by the specified deadline | Recipient, designated system, delivery record, and retrievable content |
| Delivery to named broker or agent required | Delivery to that authorized recipient | Authority, transmission, receipt, and complete record |
| Acceptance through specified platform | Required platform event under the offer | Version, signer event, completion event, and audit history |
Post 69 explains when an electronic record is sent or received under UETA. Those electronic defaults do not decide whether a particular offer required receipt, who was authorized to receive it, or whether the response was unqualified.
Revocation must beat effective acceptance
Ordinary offer
Civil Code section 1586 permits revocation any time before acceptance is communicated, but not afterward. Section 1587 requires communication of the revocation notice before acceptance.
Option boundary
DRE distinguishes a promise to hold an ordinary offer open from an option supported by consideration. Post 71 will own option formation, exercise, expiration, and right-of-first-refusal comparison.
Signing a revocation is not communicating it
Place withdrawal and acceptance on the same timeline. A revocation drafted first but communicated after acceptance loses the race. An acceptance signed first but not yet effective under the controlling method can still lose to a timely communicated revocation.
Late acceptance is not timely acceptance by another name
When an offer lapses, the power to accept it ends. An unchanged response sent after expiration may operate as a new proposal. The former offeror can assent to that new proposal, but should not pretend the original deadline never mattered. DRE states that an offeror cannot simply waive a late or defective acceptance and retroactively treat the original relationship as binding.
Nine deal-formation timeline scenarios
1. Seller signs without changes before the deadline
The offer says acceptance is effective only when the buyer receives the signed acceptance. Seller's agent holds it until after expiration.
No timely acceptance on those stated terms
Signing alone did not satisfy the offer's receipt condition.
2. Seller changes the closing date
Seller signs but writes a later closing date and returns the document.
Counteroffer
The response is qualified by a changed term. Buyer now holds the choice to accept, reject, counter, or let it lapse.
3. Buyer asks whether the seller might include a refrigerator
Buyer does not condition acceptance or reject the offer.
Inquiry, not necessarily a counteroffer
DRE distinguishes preliminary discussion and suggestions from an unequivocal rejection or qualified acceptance.
4. Buyer says no, then changes their mind
Buyer clearly rejects the counteroffer and later tries to accept it without seller revival.
Original counteroffer ended
An unequivocal rejection terminates the proposal. The later response may be a new offer, not an acceptance of the dead one.
5. Seller emails revocation first
Buyer has not yet made acceptance effective when the communicated withdrawal arrives.
Offer revoked
Civil Code sections 1586 and 1587 permit revocation before acceptance is communicated.
6. Buyer dispatches acceptance by the authorized method
The offer does not require actual receipt, and the acceptance is placed in the prescribed course of transmission before revocation.
Default dispatch rule may form the contract
Civil Code section 1583 treats consent as fully communicated on conforming transmission.
7. Acceptance arrives after the deadline
Seller signs one hour late and sends the otherwise unchanged response.
Late response, commonly a new proposal
The expired original offer cannot simply be revived by calling the delay waived. The former offeror must assent to a new proposal.
8. One co-owner signs and the other does not
The offer requires acceptance by both named sellers, but only one signs and communicates assent.
Required acceptance incomplete
Identify every required party and the offer's own acceptance condition before declaring a deal.
9. Seller accepts Buyer A while Buyer B is still negotiating
Buyer B has no effective acceptance and no option; Seller accepts Buyer A's live offer.
Contract with Buyer A
Competing negotiations do not create a contract. Track each offer independently and check any notice or revocation affecting Buyer B.
Build the timeline in seven steps
- 1
Mark the offer
Record offeror, offeree, property, terms, issue time, and exact acceptance deadline
- 2
Read the acceptance clause
Identify signatures, delivery recipient, required method, receipt rule, and any condition precedent
- 3
Log every event
Place revocation, rejection, inquiry, counteroffer, signature, dispatch, receipt, death, and lapse in actual order
- 4
Classify each response
Use accept, counter, reject, inquire, revoke, or no effect, rather than calling every reply a negotiation
- 5
Find the first terminating or forming event
Stop the original timeline when acceptance forms a contract or another event ends the offer
- 6
Start a new line for each counteroffer
A counteroffer reverses roles and receives its own deadline, revocation, rejection, and acceptance analysis
- 7
Preserve proof
Keep the complete record, electronic events, notices, receipts, and authority evidence
Eight offer-and-acceptance traps
A seller's signature always creates the contract
False. The signature must be an unqualified acceptance and must satisfy the controlling communication, timing, and form rules.
A promise to keep an offer open makes it irrevocable
False. Without a valid option or another binding basis, an ordinary offer can generally be revoked before acceptance.
Every question about different terms is a counteroffer
False. An inquiry or suggestion can leave the offer alive if it does not condition assent or unequivocally reject.
A counteroffer keeps the original offer available
False. A qualified acceptance is a new proposal and terminates the original unless the original is later revived.
Rejection and revocation are the same
False. The offeree rejects; the offeror revokes.
California always waits for receipt of acceptance
False. Section 1583 supplies a dispatch rule when transmission conforms, but the offer can prescribe receipt or another mode.
Silence always accepts
False. Silence generally is not acceptance, with narrow context, course-of-dealing, or performance circumstances requiring separate analysis.
A late acceptance can be treated as timely by waiver
Misleading. Once the offer lapses, the response is not acceptance of the dead offer. It may operate as a new proposal that the former offeror can accept.
Find the event that formed or ended the proposal
Offer, event, time, method, result
Use one line per offer and counteroffer. Then connect formation to options, assignments, liquidated damages, remedies, and listing agreements.
Review electronic sending and receiptPractice offer timelines
California license requirement FAQs
Keep going
Place offer formation inside the complete Contracts area
Move from qualification to forms, fingerprints, the examination, and license issuance.
Study the complete Contracts area
Connect proposal timelines to validity, writing, electronic execution, options, assignment, breach, and remedies.
Apply electronic sending and receipt rules
Check party consent, signing intent, attribution, authority, retainable delivery, and the electronic event record.
Confirm the required signed writing
Identify the covered agreement, material terms, party to be charged, signer authority, and any narrow exception.
Practice California offer timelines
Classify offers, inquiries, acceptances, counteroffers, rejection, revocation, lapse, and late responses.