Presenting offers and counteroffers in NJ: the 24-hour rules, back-up offers and oral acceptances

The New Jersey offer rules at a glance

Most of what the exam asks about offers in New Jersey comes from two Real Estate Commission rules and one statute. N.J.A.C. 11:5-6.4 covers presenting offers, oral acceptances and back-up offers. N.J.A.C. 11:5-6.2 covers copies of offers and the attorney review clause. P.L. 2024, c.32, the brokerage relationships law that took effect August 1, 2024, adds the duty to present counteroffers and to confirm receipt in writing. Here is the whole picture in one table.

Two quick cautions before the details. First, the rule says 24 hours, not one business day, and it runs from when your firm receives the offer, not from when you personally see it. Second, nothing in N.J.A.C. 11:5-6.4 requires a written receipt to the offeror. That written confirmation duty comes from the 2024 statute, not the Commission rule.

Offer, acceptance and counteroffer: the national rules

PSI's national outline lists "Offer and a contract," "Notice, delivery, acceptance and execution of contracts" and "Proper handling of multiple offers and counteroffers" under Contracts, which is 19 percent of the national portion. The questions test general contract law, the same in every state. These are the rules to know cold:

• An offer is a proposal that shows a willingness to be bound on stated terms. The person making it is the offeror. The person receiving it is the offeree.
• Acceptance has to match the offer exactly. Under the textbook mirror image rule, any change to price, terms or dates is not an acceptance.
• A counteroffer is a rejection of the original offer plus a new offer. Once you counter, the original offer is dead, and you cannot go back and accept it later. The roles flip: the person who countered is now the offeror.
• The offeror can revoke an offer at any time before the acceptance is communicated, even if they promised to keep it open. The exception is an option, where the offeree paid something to keep the offer open.
• An offer also ends when it is rejected, when its deadline passes or a reasonable time runs out, when either party dies or is declared incompetent before acceptance, or when the property is destroyed.
• Acceptance must be communicated to the offeror. Silence is not acceptance.

Then there is the mailbox rule. In the classic textbook version, an acceptance sent by an authorized method takes effect when it is sent, while a revocation takes effect only when the other side receives it. Learn it as the general rule the national exam may test. Real purchase contracts usually say exactly how and when notice is given, and those terms control. New Jersey's own attorney review clause has its own version: a disapproval notice sent by certified mail or telegram is effective when sent, and personal delivery is effective when delivered to the broker's office (N.J.A.C. 11:5-6.2(g)).

For how missing elements change a contract's status, see our post on void, voidable and unenforceable contracts and the contracts study guide.

Oral offers: you do not have to present them

N.J.A.C. 11:5-6.4(g) starts with oral offers. If an offer is made orally, the licensee must advise the offeror that the licensee is not obligated to present it to the owner unless it is in writing. The rule does not forbid you from mentioning an oral offer to your client. It says the duty to present kicks in only for written offers, and you have to tell the buyer that.

The 2024 statute lines up with this. P.L. 2024, c.32 requires firms to present "all written offers and counteroffers." It says nothing that turns an oral offer into one you must formally present. The practical advice, which is ours: when a buyer calls with a number, tell them about the rule and get the offer on paper. A written offer is the only kind that starts the 24-hour clock and the only kind that protects your buyer.

Written offers and the 24-hour rule

This is the rule people mean by "the 24-hour rule." Under N.J.A.C. 11:5-6.4(g), every written offer for the purchase or lease of real property, or any interest in it, that a licensee receives during the term of a listing must be transmitted to the owner or the owner's authorized representative within 24 hours of receipt of the written offer by their firm. The only exception in the rule is when a writing containing or confirming the terms of the listing agreement provides otherwise.

The same 24 hours applies between firms. N.J.A.C. 11:5-6.4(f)1.ii requires listing brokers to transmit written offers that cooperating licensees from other firms submit on their listings to their principals within 24 hours of the listing firm's receipt. So the clock starts when the offer lands at the listing firm, not when the listing agent gets around to reading it.

Notice what the rule does not say. It does not let you sit on an offer because it looks low, because another offer is coming, or because you think the seller will not like it. Price is the seller's call. Your job is to deliver it.

The 2024 law added more. P.L. 2024, c.32 made offer duties part of the statute. A firm acting as a seller's agent, buyer's agent, disclosed dual agent or designated agent must, "unless otherwise directed in writing by the principal," present all written offers and counteroffers in a timely manner in accordance with applicable law. It must also give written confirmation of receipt of each and every written offer or counteroffer to the other party, or its agent or transaction broker, as soon as reasonably practicable. The duty applies regardless of whether the property is already under contract, or the buyer is already under contract to buy another property (C.45:15-16.87d). Transaction brokers have the same duty (C.45:15-16.94b(5)).

So the 24-hour deadline comes from the Commission rule, and the written receipt comes from the statute. The statute's timing words are "in a timely manner" and "as soon as reasonably practicable," not a set number of hours. If you see a claim that the receipt must go out within 24 hours, that is not what the law says.

Copies have their own rule. When you write an offer or counteroffer on a form that will itself become the contract once accepted, N.J.A.C. 11:5-6.2(a)1 requires you to deliver to the maker a clear copy of the executed offer or counteroffer immediately upon its being signed. Any addition, deletion or other change must be initialed by the party proposing it and, if accepted, by the other party. When the contract is fully executed, N.J.A.C. 11:5-6.2(a)4 requires you to immediately deliver a clear copy with original signatures to all parties. The broader listing paperwork rules are in the listings and offers study guide.

Offers that arrive during attorney review

In New Jersey, a licensee-prepared contract for a one to four unit home or a vacant one-family lot must contain the attorney review clause in N.J.A.C. 11:5-6.2(g). The buyer and seller can have an attorney review the contract within three days, counted from delivery of the signed contract to both of them, with Saturdays, Sundays and legal holidays not counted. Unless an attorney disapproves it within that period, the contract is binding as written. The full mechanics are in the attorney review study guide.

For offers, the key line is in N.J.A.C. 11:5-6.4(h)1. An offer received while the earlier contract is still in attorney review is not a back-up offer. It must be presented under subsection (g), the same 24-hour rule as any other written offer. The listing has not stopped, and the 2024 law says written offers are presented whether or not the property is under contract.

What the seller does with that new offer is a legal question. An attorney can disapprove the first contract during review, and the seller may want to. Whether and how to do that is for the seller's attorney, not for you. N.J.A.C. 11:5-6.4(i) requires licensees to recommend legal counsel when a party's interests appear to require it, and a second offer during review is a clear case. Do not tell the seller they can simply accept the second offer, and do not tell them they are stuck with the first.

One more statutory detail. Under C.45:15-16.91a(5), a seller's agent must make a good-faith and continuous effort to find a buyer unless otherwise agreed in writing, but is not required to seek additional offers while the property is subject to an existing contract that is no longer subject to attorney review. Before review ends, that relief does not apply.

Back-up offers after attorney review

N.J.A.C. 11:5-6.4(h)1 defines a back-up offer as a written, signed offer to buy or lease an interest in real estate, received while a previously executed contract or lease on the same interest is pending and in effect and, if that contract was subject to attorney review, after review was completed. Remember that the listing term runs until the termination date in the listing agreement or the closing of the pending sale or lease (N.J.A.C. 11:5-6.4(g)). So a written offer that arrives after review is still presented. It just comes with two required notices.

1. Present the back-up offer to the owner, within the 24-hour window for written offers.
2. When you transmit it, advise the owner in writing to consult an attorney before taking any action on it (N.J.A.C. 11:5-6.4(h)2).
3. Notify the person making the offer, in writing, that the property is subject to a pending contract of sale or lease (N.J.A.C. 11:5-6.4(h)3).
4. If you are not with the listing firm, send a copy of that offeror notice to the listing broker when the offer is presented.
5. Do not disclose the price or terms of the pending contract in that notice.
6. Keep a copy of both notices as business records under N.J.A.C. 11:5-5.4.

Oral acceptances and when a deal becomes binding

The last sentence of N.J.A.C. 11:5-6.4(g) is the second 24-hour rule: when an acceptance is given orally, the licensee must secure the acceptance in writing within 24 hours. The rule used to say "forthwith"; a 2004 amendment changed it to 24 hours.

Why it matters: New Jersey's statute of frauds, N.J.S.A. 25:1-13, says an agreement to transfer an interest in real estate is not enforceable unless the property, the nature of the interest, the existence of the agreement and the parties are shown in a writing signed by or on behalf of the party it is enforced against, or are proved by clear and convincing evidence. So in New Jersey an oral acceptance is not automatically worthless, but it is not a safe, provable contract either: it is hard to prove and easy to fight about. Getting it in writing within 24 hours closes that gap. Our post on whether a real estate contract must be in writing in NJ covers the statute in detail.

Commission agreements are a separate statute. N.J.S.A. 25:1-16 entitles a real estate broker to a commission only if the broker's authority is in a writing signed by the principal or the principal's authorized agent that states the amount or rate of commission. The narrow exception is an oral agreement where the broker serves the principal with written notice of its terms, personally or by registered or certified mail, within five days and before the sale, and then, before the principal serves a written rejection, either closes the deal or negotiates in good faith with a party who later closes it.

Even a signed contract is not the end on a one to four unit home or a vacant one-family lot when a licensee prepared it. Once the signed contract is delivered to the buyer and the seller, the three-day attorney review period starts, with weekends and legal holidays not counted. On the exam, keep the ideas apart: under the national textbook rule, a communicated acceptance forms the contract; in New Jersey practice, that acceptance should be in a signed writing (25:1-13 and the 24-hour rule), and attorney review is then the window in which either side's attorney can disapprove it.

Multiple offers on the same listing

New Jersey has no special formula for multiple offers. The same rules apply to each one: every written offer goes to the owner within 24 hours of your firm's receipt, each offeror's side gets written confirmation of receipt under c.32, and the seller, not the agent, decides which to accept, counter or reject. A seller's agent also owes the seller a statutory duty not to disclose any confidential information from or about the seller (P.L. 2024, c.32, section 6), so one buyer's agent does not get to learn the seller's bottom line.

The national exam tests the contract logic. Under the textbook rules, a seller who signs a counteroffer to two buyers at once has made two live offers, and if both buyers accept before either counter is revoked, the seller may be bound to sell the same house twice. That is why the seller's attorney, not the licensee, should shape any plan to counter more than one buyer. The practical point, which is ours: keep every offer, counter and confirmation in writing and dated, because the 24-hour clock runs separately for each one.

Scenario: one house, three offers

Illustrative only. Dana lists her house with Elena, a salesperson at a listing firm. Here is how the rules apply as the week unfolds.

Exam traps on offers

• "The agent can decide not to present a low written offer." False. Written offers go to the owner within 24 hours unless the owner's writing says otherwise.
• "Offers stop once the seller signs a contract." False in New Jersey. The listing term runs to closing or the listing's end date, and c.32 applies regardless of an existing contract.
• "An offer received during attorney review is a back-up offer." False. It is presented as an ordinary written offer under 11:5-6.4(g).
• "Tell the back-up buyer the pending price." Never. The notice must not disclose the price or terms.
• "A counteroffer keeps the original offer alive." False. It rejects it.
• "Every 24-hour rule is in the statute." No. Both 24-hour deadlines (transmitting written offers, putting oral acceptances in writing) are in N.J.A.C. 11:5-6.4. The statute uses "timely" and "as soon as reasonably practicable."
• "Once the seller says yes on the phone, the NJ deal is locked." Not safely. Under N.J.S.A. 25:1-13 an oral agreement needs a signed writing or clear and convincing proof, so the licensee gets the acceptance in writing within 24 hours, and attorney review still follows for covered contracts.

When you are ready to test yourself on the whole topic, the practice exam mixes these with the rest of the state portion.