The Counter That Expired at Five O'Clock

No contract exists. Work the sequence:

1. The buyer's $415,000 offer died the moment the seller countered. A counteroffer operates as a rejection. The concession and inspection terms the buyer wanted are off the table and cannot be revived by "accepting" them later.
2. Defect one: the text was not an acceptance. Real estate contracts must be in writing and signed by the party to be charged. An agent has no authority to accept on a principal's behalf absent written authorization, and nothing in the file shows any. "We're good" from an agent is not a signature from a buyer.
3. Defect two: the deadline passed. The counter expired by its own terms at 5:00 p.m. Friday. A signed acceptance delivered Saturday morning is late, and an acceptance that arrives after the offer lapses is not an acceptance - it is a new offer from the buyer back to the seller.

So the state of play Saturday morning is: buyer has made a new offer at $425,000 on the counter's terms; seller may accept it, reject it, or counter again, and is free to accept the backup in the meantime. The two defects are independent - either one alone would defeat formation, which is why the analysis does not turn on whether the text was "close enough."

The seller has no claim to the earnest money.

• Earnest money is held under a contract; the contract is the only source of a right to it. With no accepted counter and no formed contract, there is no deposit obligation and no liquidated-damages clause to enforce.
• The "three business days after acceptance" clock never started, because June's acceptance event never occurred. There was nothing for the buyer to breach.
• Even with a formed contract, earnest money is not automatically forfeited on a failed deal. Disbursement is governed by the contract's dispute-resolution provisions and the escrow instructions, and a dispute typically freezes the funds until the parties agree or a court or the Commissioner's process resolves it.

Practical handling: the escrow agent should not release on the seller's say-so. If the buyer never deposited funds, there is nothing to disburse and the seller's demand is simply denied in writing, with the timeline set out. If funds were deposited, the escrow agent requests a written release from both parties; absent that, the funds stay put.

The outcome does not change - still no contract - but the reasoning is more delicate.

• The general rule is that acceptance is effective on dispatch when the offer authorizes that means of acceptance. But that default rule yields to the offer's own terms. Here the seller set an express expiration time and implicitly the manner of response. A 6:30 p.m. email was not dispatched before 5:00 p.m., so it was not effective before the offer lapsed, and the seller's counter expired.
• Opening the email Saturday does not revive it. The seller's subjective willingness to be bound does not matter if the power of acceptance had already ended; at most, the seller could treat the emailed document as a new offer and accept it, which is exactly what the parties would have to do now.

Lessons that carry to the next transaction:

• Write the deadline as a date and time and time zone, and confirm receipt in writing before it passes.
• Do not let agent-to-agent texts stand in for signed documents; texts create ambiguity about who accepted and when.
• If a deadline is tight, ask for a written extension before it expires rather than gambling on a dispatch rule.
• Calendar the downstream dates (deposit, inspection period, BINSR response) from the actual acceptance date, not from the date the parties "felt" they had a deal.