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Seller Multiple Counter Offers in California: How the SMCO Works

By Matthew Martinez, Founder, CEO & Managing Broker, Diamond Real Estate Group. California DRE #01869679.

A seller multiple counter offer is the California Association of REALTORS® form (SMCO) a seller uses to counter two or more buyers at once without ending up with two contracts. As California agents describe the form, a buyer who signs it has not yet bought the house: the deal binds only after the seller signs a second time, giving final acceptance to one buyer, and that acceptance is delivered. Everything else on the form, including price, deadlines and other terms, can differ from buyer to buyer.

That second signature is what separates the SMCO from an ordinary counter offer, and it is where most of the mistakes happen. This page explains why the extra step exists, how to sequence several counters, how a seller withdraws one, and how a buyer should answer one. C.A.R.’s public forms list (updated June 2026) shows the SMCO and the Seller Counteroffer (SCO) at December 2024 revisions. C.A.R. also released a redesigned purchase agreement in December 2025, and the public list may lag behind new releases, so check the revision printed on each form you sign. C.A.R. publishes the form text only to members, so where this page describes the form’s mechanics it follows how California agents commonly explain them; your agent should walk you through the paragraphs of the version you sign.

Why one ordinary counter is fine and several are not

California contract law treats any change to an offer as a new proposal. Civil Code section 1585 says an acceptance must be “absolute and unqualified” and that “a qualified acceptance is a new proposal.” So when a seller changes a buyer’s price or terms, the seller is making a fresh offer that the buyer can accept.

With the regular Seller Counteroffer, that buyer’s signed acceptance, once delivered back, normally forms the contract. Send ordinary counters to three buyers and all three could accept. The seller would then have promised one house to three people, with only one able to close and the others holding claims.

The SMCO solves this by adding a step. The buyer’s signature on it works as the buyer’s agreement to the seller’s terms, but the seller keeps the last word. Until the seller signs the final acceptance for one buyer, no buyer has a contract.

The three counter forms compared

Form	Who uses it	When the deal binds	Main risk
Seller Counteroffer (SCO, rev. Dec. 2024)	Seller answering one buyer	When the buyer accepts and the signed acceptance is delivered as the form requires	Sending more than one at a time
Seller Multiple Counteroffer (SMCO, rev. Dec. 2024)	Seller answering two or more buyers at once	Only after a buyer accepts and the seller then signs final acceptance for that buyer, and it is delivered	Forgetting the second signature, or signing it for more than one buyer
Buyer Counter Offer (BCO, rev. June 2026)	Buyer answering a seller’s counter	When the seller accepts and the acceptance is delivered	Assuming the seller must respond

Revision dates are as C.A.R.’s June 2026 public list shows them; the form in your transaction may be newer. A buyer who answers an SMCO with changes is usually making a new counter offer, and that counter goes back to the seller as an ordinary proposal.

How a seller multiple counter offer works, step by step

Collect the offers and compare them. Line them up on the same grid before deciding who gets a counter. Our guide to comparing multiple offers covers the grid and the best-and-final round that often comes first.
Decide which buyers to counter. You do not have to counter everyone. You may counter some buyers, reject others, or leave an offer unanswered so it expires on its own terms.
Write each counter. Each SMCO is a separate document tied to that buyer’s offer. Price, closing date, contingency periods and credits can be the same for every buyer or different for each.
Set a deadline. Each counter needs a clear expiration date and time. A common approach is one deadline for every buyer so you review the replies together.
Deliver the counters. Have your agent send them the same way, at about the same time, and keep a record of when each one went out.
Review the signed replies. Buyers who agree sign and return their counter. Some may send changes instead, which are new counters you can accept, reject or answer.
Sign final acceptance for one buyer. Choose one buyer, sign the final-acceptance section of that buyer’s SMCO, and make sure it is delivered. Until then, you have no contract with anyone.
Close out the others. Tell the other buyers in writing that you have accepted another offer, withdraw any counters still outstanding, and consider whether to invite a backup offer.

Calendar the expiration of every counter as you go. Our planned contract deadline calculator helps count the days once you are in contract.

Withdrawing a counter before it binds

A seller can generally take back a counter at any point before it becomes binding. Civil Code section 1586 says a proposal “may be revoked at any time before its acceptance is communicated to the proposer, but not afterwards.” Section 1587 adds that a proposal also lapses when the time it sets for acceptance runs out.

For an SMCO, that means a counter dies on its own if the buyer does not accept by the deadline, and a seller can withdraw an unaccepted counter by written notice. Withdraw in writing and make sure it is delivered, so the timing can be proven later.

The same reasoning is why many agents tell buyers that a signed SMCO does not lock them in either, since the buyer’s acceptance is effectively waiting for the seller’s final signature. How and until when a buyer can withdraw depends on the form’s own wording, so a buyer who wants out should ask their agent to read that paragraph and send any withdrawal in writing before the seller’s final acceptance is delivered.

Sequencing several counters without losing the best buyer

The order of events matters as much as the terms. A few habits keep the process clean:

Use the same deadline for everyone. Staggered deadlines invite a buyer to wait for news about the others, and they make it easy to miss one.
Vary terms on purpose. If you send different prices to different buyers, decide in advance why, based on each offer’s financing, contingencies and timing. Our article on negotiating a single counter offer explains how non-price terms trade off.
Track every reply. Keep a short log of who signed, when, and with what changes. Final acceptance should go to a buyer whose signed counter matches what you intend to accept.
Accept quickly once you decide. A buyer who signed may still be looking at other homes, so a long gap between their signature and your final acceptance leaves room for them to withdraw.
Line up a backup. A second buyer who signed can be invited into a backup position rather than simply turned away.

If any buyer’s offer carries an escalation clause, decide before countering if the counter will work from the escalated price or set a fresh one.

Mistakes that create two contracts or none

Most SMCO problems come from the paperwork, not the negotiation. Watch for these:

Using the wrong form. An ordinary SCO sent to several buyers removes the safety step. Check the form title on every counter before it goes out.
Signing final acceptance twice. Signing the final-acceptance section on two buyers’ SMCOs can leave you bound to both. Sign one, then deal with the rest.
Forgetting to sign at all. A seller who treats a buyer’s signature as the finish line may find that buyer has withdrawn, or that no contract was formed.
Accepting by phone or text without the form. Saying “you got it” is not the final acceptance the form calls for, and it creates arguments about what was agreed.
Letting a counter lapse unnoticed. A final acceptance signed after a counter has expired may not revive it. Re-issue the counter or have the buyer re-sign.
Editing a signed copy. Changing terms on a document the buyer already signed turns it into a new counter that the buyer must accept again.

If a seller does end up with competing claims, the consequences are covered in our article on whether a seller can back out of a California sale.

If you are the buyer who received an SMCO

You have the same basic choices as with any counter: sign as written, send back changes on a Buyer Counter Offer, or let it expire. What is different is your position after you sign.

You are not in contract yet. Hold off on paid inspections, lender fees and moving plans until the seller’s final acceptance reaches you.
Assume others got one too. A multiple counter tells you other buyers are in play. Ask your agent how firm your terms are and where you could improve without exceeding your limits.
Read the deadline. Your counter expires at a stated time. Responding early is fine; responding late may mean there is nothing left to accept.
Know the cost of countering back. Changing any term turns your reply into a new offer, which the seller may weigh against buyers who simply signed.

Our article on competing against other buyers covers offer strategy before you reach this point, and the guide to the California purchase agreement explains the contract you will be signing.

Fair treatment and the REALTOR® Code of Ethics

NAR’s consumer guide to multiple-offer negotiations makes the basic point plainly: decisions about how offers are handled “are made by the seller – not by the listing broker.” Within those decisions, REALTORS® are bound by the Code of Ethics. Under Standard of Practice 1-6, REALTORS® must submit offers and counteroffers objectively and as fast as possible; 1-7 requires a listing broker to keep presenting offers and counteroffers until closing unless the seller waives this in writing. Our offer-comparison page covers what 1-15 allows agents to say about other offers.

Treat every buyer under the same process: the same information about deadlines, the same delivery method, and decisions based only on the terms. Personal letters from buyers can reveal protected characteristics, so we recommend sellers decide on the offers without them.

Questions people ask

What is a seller multiple counter offer?

It is C.A.R. form SMCO, which lets a California seller counter two or more buyers at the same time. A buyer’s signature on it does not create a contract; the seller must sign final acceptance for one buyer and have it delivered.

Is a multiple counter offer binding once the buyer signs?

Not as agents commonly describe the form. The buyer’s signature is agreement to the seller’s terms, but the contract forms only when the seller signs the final-acceptance section for that buyer and it is delivered. Check the paragraph in the version you are using.

Can a seller send different terms to each buyer?

Yes. Each SMCO is a separate counter tied to one buyer’s offer, so price, closing date, contingencies and credits can differ. Decide in advance why you are treating offers differently, and base it only on their terms.

Can the seller withdraw a multiple counter offer?

Generally yes, before it binds. Under Civil Code section 1586 a proposal can be revoked until its acceptance is communicated, and a counter also lapses at its deadline. Withdraw in writing and confirm delivery.

Can a buyer back out after signing an SMCO?

Agents commonly advise that a buyer can withdraw before the seller’s final acceptance is delivered, since no contract exists until then. The exact timing depends on the form’s wording, so put any withdrawal in writing and send it promptly.

How should a buyer respond to a seller multiple counter offer?

Sign as written if the terms work, counter back with a Buyer Counter Offer if they do not, or let it expire. Remember that other buyers likely received counters too, and that you are not in contract until the seller’s final acceptance arrives.

What happens if the seller signs final acceptance for two buyers?

The seller may be bound to both and able to perform for only one, which can lead to a dispute or a damages claim. Sign one final acceptance, then notify the others and withdraw their counters.

This is general information, not legal advice. Whether a counter was accepted, withdrawn in time or lapsed is a contract question that turns on the exact form and delivery records, so have a California real estate attorney review anything in dispute.

If you are about to list and want a plan for handling multiple offers and counters from the first showing, see how Diamond approaches selling your home or start with a home valuation. Our selling process guide lays out the full sequence.

Sources & notes

Last reviewed October 2026 by Matthew Martinez.