tegenbod

A tegenbod, literally “counter-offer,” is a proposal made in response to an earlier offer, effectively replacing it with new terms. It marks a new stage in negotiations, shifting price, conditions, deadlines, or other terms, and is not an acceptance of the original offer.

It is commonly used in real estate transactions in the Netherlands and other Dutch-speaking contexts, where buyers and sellers exchange offers and counter-offers on price, inclusions, financing conditions, and transfer dates. In corporate settings, a tegenbod can occur during mergers and acquisitions when a company or shareholders respond to an unsolicited or initial bid with a higher price or different conditions. In auctions, bidders may issue counter-offers or revised bids under certain formats.

Under typical contract law, a counter-offer extinguishes the original offer. Acceptance of a counter-offer completes a contract, provided all other formal requirements are met. A counter-offer may include explicit deadlines and conditions, and parties may revoke or modify it before all terms are agreed, depending on jurisdiction.

Practical considerations include that a counter-offer signals negotiation progress but can prolong discussions and create uncertainty. It may trigger due diligence, financing arrangements, or legal reviews. Parties should clearly specify acceptance criteria, timelines, and the scope of the counter-offer to avoid misinterpretation.