Can a Seller Back Out After Accepting an Offer in Massachusetts?

In most of the country an accepted offer is a step toward a contract. In Massachusetts it usually *is* the contract. A residential sale here runs in two stages, a short Offer to Purchase and then a longer Purchase and Sale Agreement, and buyers and sellers alike tend to assume nothing binds until the second. That assumption has cost people houses.

The short answer: once both buyer and seller have signed the Offer to Purchase and it has been delivered, a seller generally cannot walk away because they have changed their mind or received a better offer. The Supreme Judicial Court said so in 1999, and courts have applied it since. A seller can get out only through the agreement's own terms, the buyer's failure to perform, or the buyer's agreement.

Until the offer is accepted, either side may walk

An offer is only an offer until the seller signs it and the acceptance is communicated. Before then:

The seller may decline it, ignore it, or counter it. A counter-offer is a rejection plus a new offer.
The buyer may withdraw it, in writing, before acceptance.
"We accept" on the phone is not a signed acceptance. Most offer forms require signatures and delivery, and both sides should treat the moment of signing as the moment the obligations begin.

This is also why "highest and best" rounds are safe for sellers: inviting offers commits nobody. Winning a bidding war covers that process from the buyer's side.

After both sign: what McCarthy v. Tobin decided

The case that settles the question is *McCarthy v. Tobin*, 429 Mass. 84 (1999). A seller signed a standard Offer to Purchase with one buyer, then received a higher offer from another and signed a Purchase and Sale Agreement with them instead. The offer the first buyer signed said the sale was "subject to a Purchase and Sale Agreement satisfactory to Buyer and Seller".

The Supreme Judicial Court held that the first offer was a binding contract. It contained all the material terms — the property, the price, the deposit, the dates — and the printed form said it created binding obligations. The parties' expectation of a later, more detailed agreement did not prevent the first one from binding them. The first buyer was entitled to the house.

Practitioners have read the case the same way ever since: an accepted Massachusetts offer is a contract unless its own wording makes clear the parties intend to be bound only by a later signed agreement.

When a seller can lawfully get out

There are narrow routes, and all of them depend on the documents and the facts.

The offer's own terms. An offer that expressly says neither party is bound until a Purchase and Sale Agreement is signed, or that gives the seller a right to terminate in stated circumstances, means what it says. Such language has to be written in before signing; it cannot be added afterwards.
The buyer's failure to perform. If the buyer misses a deadline the agreement makes essential — the deposit, the date to sign the Purchase and Sale Agreement — the seller may have grounds to terminate. Courts look closely at whether the seller treated the deadline as waived; in *McCarthy* itself the seller had let the date pass and kept negotiating. Act promptly and in writing, or assume the deadline is gone.
A condition that fails. Most contingencies protect the buyer, but an offer can include seller contingencies, such as the seller finding a new home by a set date.
Title the seller cannot deliver. The standard agreements require a seller to make reasonable efforts to clear title defects and, if they cannot, end the deal with the deposit returned. That is not a way out for a seller who has simply changed their mind.
Mutual release. The buyer can agree to let the seller go, often in exchange for money. Most of these situations end this way.

What a buyer can do if the seller refuses to sell

Land is treated as unique, so the usual remedy is not only damages but specific performance: a court order requiring the seller to convey the house.

A buyer in this position should move quickly:

1.Instruct a Massachusetts real estate attorney at once.
2.Ask whether to seek a memorandum of lis pendens. Under M.G.L. c. 184, § 15, a court can endorse a memorandum that is recorded at the Registry of Deeds and gives notice of the lawsuit to anyone else who might buy, which in practice stops the house being sold to someone else while the claim is decided.
3.Keep performing. Have the deposit ready, keep financing in place, and do not give the seller a reason to claim you were the one who defaulted.

The amount of the deposit is not the measure of the seller's exposure here. The buyer's deposit and its liquidated damages are mostly a remedy for a *buyer's* default. Your deposit when the deal dies covers that side.

The seller who accepted and then got a better offer

This is the most common version of the question, and the answer is uncomfortable: the seller is bound. A seller may accept a backup offer, explicitly conditioned on the first deal failing, and many do. What a seller may not safely do is sign a second deal while the first is alive. That invites a lawsuit from the first buyer and, if the second deal fails as a result, possibly from the second buyer too.

A seller's own agent should say this plainly. An agent who encourages a seller to "just sign the better one" is giving advice that has gone badly in court.

What a seller should settle before signing

Because the offer binds, a seller's protection comes before the signature:

Read the offer form itself, not a summary of it.
Write in any condition you need: time to find a new home, a rent-back after closing, a fixed date for the Purchase and Sale Agreement. Staying after the sale covers rent-backs; downsizing covers sequencing a sale and a purchase.
Have your attorney ready to review the offer and draft the Purchase and Sale Agreement promptly.
Do not sign while undecided. Sellers who sign to "lock in" a buyer while hoping for better are the ones these disputes are made of.

The seller's guide and the closing process cover what happens after signing.

General information as of 2026, not legal advice. Whether a particular offer binds, and what remedies are available, depends on its exact wording and the facts; consult a Massachusetts real estate attorney before acting on either side of this question.