
When the property market heats up, sellers are often lucky enough to receive more than one offer to purchase (OTP) at the same time. While it’s a great position to be in, it also comes with potential legal and ethical pitfalls - especially for estate agents and sellers who don’t follow due process.
At VDM Attorneys, we regularly assist clients with complex transactions involving multiple offers. Here’s what South African property law says about managing this situation correctly, fairly, and transparently.
1. The Legal Nature of an Offer to Purchase
An Offer to Purchase becomes legally binding the moment both the buyer and the seller have signed it. Before that point, it’s simply an offer - and the seller can choose to reject it, counter it, or wait for others.
✅ Once accepted and signed by both parties, the OTP becomes a binding contract.
❌ A seller cannot legally accept a second offer while the first is still valid and unconditionally accepted.
This is why timing and wording are everything.
2. The Role of a “Backup” Offer
If another buyer is interested but the seller has already accepted an OTP, the second offer can be made as a backup or “suspensive” offer - meaning it will only come into effect if the first sale fails to materialise (for example, if the buyer’s bond is declined or a suspensive condition isn’t met).
This must be clearly stated in writing, typically with wording such as:
“This offer is subject to the non-fulfilment or cancellation of the prior offer to purchase dated [date].”
Without that clause, the seller risks being bound to two different buyers - a serious contractual breach.
3. The Agent’s Ethical Duty
Even though a seller is entitled to consider multiple offers, transparency is key:
- The estate agent should disclose to all parties that other offers exist (without revealing confidential terms);
- All offers must be presented to the seller by the agent, regardless of personal preferences or commission implications;
- Sellers should review each offer’s total value, not just price - for example, cash offers, short suspensive conditions, or flexibility on occupation dates may make one offer stronger than another.
Agents must act in good faith and within the Property Practitioners Act and Code of Conduct, which require honesty, fairness, and non-discrimination.
4. Practical Steps for Handling Multiple Offers
- Review all offers carefully with your conveyancer or attorney.
- Check expiry clauses - some offers lapse after a set number of days if not accepted.
- Communicate promptly with all agents and buyers to avoid disputes or confusion.
- Keep written records of when each offer was received, presented, and accepted.
- If accepting a backup offer, ensure the suspensive clause is watertight and dated clearly.
5. Common Pitfalls to Avoid
- “Accepting” two offers without clarity on sequence or conditions - this can lead to litigation.
- Verbal acceptances or counteroffers - only written, signed documents count.
- Letting an offer lapse unintentionally - once an offer expires, it’s invalid.
- Failing to disclose other offers to interested parties - unethical and risky for agents.
6. The Role of the Conveyancer
A conveyancer can review the wording of each OTP to ensure it reflects the seller’s intent and protects them from double obligations.
At VDM Attorneys, we frequently assist with:
- Drafting legally sound backup clauses;
- Managing timing of suspensive conditions; and
- Advising agents on best practice and record-keeping.
Having a legal professional involved early in the process often prevents costly disputes later.
In Summary
Receiving multiple offers is exciting - but it requires careful legal handling to protect both the seller and the agent. The golden rule is simple:
- Only one signed, unconditional offer can be binding at a time.
- Backup offers must always be conditional upon the failure of the first.
If you’re unsure how to navigate competing offers, contact VDM Attorneys before signing. We’ll help you evaluate each offer, manage conditions, and ensure the sale proceeds smoothly and lawfully.
📞 Contact VDM Attorneys
Your property. Your security. Our priority.
www.vdm.law | [email protected] | +27 71 816 2304