One of the most frustrating moments in mediation is watching a party reject an offer that—by their own admission—is reasonable.

The numbers line up.
The risk is real.
The outcome is within expectations.

And still, the response is immediate and emotional: “That’s insulting.”

What’s happening isn’t rational analysis. It’s reactive devaluation.

If You’re Offering It, It Must Be Bad for Me

Reactive devaluation is the tendency to automatically discount proposals simply because they come from the opposing party. If they suggested it, the thinking goes, it must benefit them—and therefore disadvantage us.

This bias operates quietly and almost unconsciously. I’ve watched parties dismiss offers they would have accepted instantly if the exact same proposal had come from a neutral expert or their own counsel.

A Real-World Example

In a partnership dissolution, Party A offered to buy out Party B for $2 million. Party B immediately rejected the offer as inadequate.

During a caucus, I asked Party B what they believed fair value was.

After some discussion, they said:
“Probably around $2 million. Maybe $2.1 or $2.2 million.”

“So the offer is in the ballpark?” I asked.

“Well, yes,” they replied. “But if they’re offering $2 million, the business must be worth $3 million. They wouldn’t offer that unless they were getting a great deal.”

Nothing about the valuation had changed. Only the source of the number.

Why Reactive Devaluation Is So Powerful

At its core, reactive devaluation is about distrust and identity. Accepting the other side’s proposal feels like conceding ground—even when the proposal aligns with your own interests.

The result is a reflexive rejection that slows negotiations, escalates positions, and often kills deals that should close.

Counterstrategies That Help Break the Pattern

Use the mediator as a filter.
One of the mediator’s most underappreciated roles is translation. When an offer is reframed and delivered neutrally, it often receives a very different reaction.

Depersonalize proposals.
Frame numbers in terms of objective criteria rather than party positions. “Based on comparable transactions, the range appears to be…” is very different from “They’re offering…”

Apply the independent expert test.
Ask your client: “If a neutral expert you trusted gave you this same number, would you accept it?” If the answer is yes, reactive devaluation is likely driving the resistance.

Commit to numbers early.
Before hearing the other side’s offer, ask your client what they would accept. When an offer comes in close to that number, it’s easier to recognize alignment.

Build in time.
Don’t respond immediately. Initial reactions fade. Offers that feel insulting at 2:00 p.m. often look workable by 4:00 p.m.

Reactive devaluation doesn’t announce itself. It disguises itself as toughness, strategy, and principle.

In part three of the series, I’ll look at the most powerful—and dangerous—number in any negotiation: the first one.

Randy Leff is a mediator and settlement counsel specializing in Trust and Estates disputes. For more insights on negotiation strategy, visit LeffMediation.com.