ACCEPTANCE OR COUNTER-OFFER?

It is imperative for both parties to the sale of immovable property, to reach consensus in respect of all material terms and conditions of the sale in order for such Sale Agreement to be validly concluded and enforceable.

In practice, a Seller will often accept a written Offer to Purchase subject to certain amendments made to such Offer at the time of signature of acceptance, which will then be recorded in writing on the signed Offer.

The first signatory to the Offer (usually the Purchaser) must however accept such alterations in writing by way of counter-signature and/or acknowledgement of acceptance thereof by fully initialling next to each respective amendment, failing which such amendment cannot be deemed to have been accepted by the Purchaser and is therefore unenforceable.

Relevant case law including Judgements handed down by the South African Supreme Court of Appeals especially address circumstances under which one party provisionally accepts an offer for the purchase of immovable property, made subject to certain alterations and has concluded that the amendment of material contractual terms and conditions contained in an Offer to Purchase upon acceptance of the initial Offer, shall constitute a Counter-Offer which must first be duly accepted by the counter-party to the agreement in writing, failing which such Agreement of Sale shall not be validly concluded, nor enforceable.

For more information or assistance in concluding your Agreement of Sale, contact STBB SMITH TABATA BUCHANAN BOYES Attorneys - [email protected]