A counteroffer legally functions as a rejection of the previous offer and the creation of a brand-new offer. When a seller receives a counteroffer from a buyer, they are in the negotiation phase, and a binding contract has not yet been formed. A contract is only created upon unequivocal acceptance of an offer (in this case, the counteroffer). The act of "discharging a contract" refers to terminating an existing, valid contract. Since no contract exists at this stage, the seller cannot discharge one. The seller's valid options are to accept the new offer, reject it, or let it expire.

B. allow the offer to expire: This is a valid option. A counteroffer, like any offer, has a specified time for acceptance, after which it automatically terminates if not accepted.

C. accept the offer: This is a primary option. The seller can agree to the terms of the buyer's counteroffer, which would create a legally binding contract.

D. reject the offer in writing: This is a valid option. The seller can formally communicate their rejection, which immediately terminates the counteroffer.

1. Virginia Real Estate Board. (2020). Virginia Real Estate Board Salesperson Prelicensing Education Curriculum. Department of Professional and Occupational Regulation. Topic 10: Real Estate Contracts, Section C, requires instruction on "Offer and acceptance (meeting of the minds)" and "Counteroffers," establishing these as steps in contract formation, not termination. A counteroffer is defined as a rejection of the original offer.

2. Pippin, D. L., & Rapon, S. M. (2023). Virginia Real Estate Practice & Law (11th ed.). Dearborn Real Estate Education. Chapter 11, "Real Estate Contracts," explains that a counteroffer terminates the original offer and the original offeror (now the offeree) has three choices: accept, reject, or do nothing. The concept of "discharge" is discussed in a separate chapter as a method of terminating an existing contract. (Note: This text is a standard for state-approved university and college pre-licensing courses in Virginia).

3. George Mason University, School of Business. REAL 310 - Real Estate Law Course Syllabus. Course materials cover the elements of a valid contract, including offer, acceptance, and consideration. The curriculum distinguishes the negotiation phase (offers and counteroffers) from the performance and termination (discharge) of an executed contract. A counteroffer is taught as a rejection of the prior offer.