- Chattels (appliances, furniture) can be included in an offer — but must be specifically identified; vague language leads to closing-day disputes.
- Repair or renovation clauses are legally risky if they lack defined scope, completion standards, and verification methods.
- Side deals, cash-back arrangements, and artificially inflated chattel prices are fraudulent under Ontario law — both buyer and seller face serious consequences.
A purchase and sale agreement is one of the most significant legal documents most people will ever sign. Yet buyers routinely ask to add clauses — keep the fridge, fix the roof, include the patio furniture — without fully understanding the legal implications. In Ontario, an offer that contains vague, contradictory, or legally impermissible terms can result in unenforceable clauses, failed closings, or in serious cases, fraud allegations. Here’s a practical breakdown of what you can include, what needs careful drafting, and what should never appear in an offer.
Right way:
- ✅ “The following chattels are included in the purchase price: Samsung stainless steel refrigerator (model RF28R7351SR), LG front-load washer and dryer (models WM3900HWA / DLEX3900W), and all existing window coverings.”
- ❌ “All appliances and furniture included.” — “Furniture” is undefined. What counts? A seller can argue the dining table they’re taking was never contemplated. Vague chattel clauses are among the most common sources of closing-day disputes.
The more specific, the better: brand, model, colour, location in the home. For high-value items like wine fridges or built-in entertainment units, consider including serial numbers.
- No defined standard: “Fix the basement leak” — fixed to what standard? Applying hydraulic cement over a crack is technically a fix, but it won’t satisfy a buyer expecting full waterproofing. Without a defined specification, both parties can claim to be right.
- No verification mechanism: How does the buyer confirm the work was done properly before closing? The clause should require third-party inspection or a sign-off from a licensed contractor.
- Unenforceability risk: Courts in Ontario require contractual terms to have sufficient certainty to be enforceable. An extremely vague clause may be struck as void for uncertainty — in rare cases, a series of such clauses could undermine the contract as a whole.
Best practice: define the work scope, completion standard, how it will be verified, and what remedy the buyer has if it isn’t done (e.g., price abatement, delayed closing). Have your lawyer draft or review any non-standard repair condition.
- List price of $1.5M with the seller privately returning $50K in cash to the buyer
- Inflating chattel values (e.g., “selling” furniture at $80K) to artificially lower the real property price and reduce Land Transfer Tax
- Off-contract commission rebates or discounts that aren’t disclosed in writing
These arrangements constitute fraudulent misrepresentation under Ontario law and violate REBBA (Real Estate and Business Brokers Act), the Land Transfer Tax Act, and potentially the Criminal Code. Consequences for both buyer and seller can include:
- CRA reassessment, back taxes, and penalties
- Mortgage fraud claims from the lender (the loan was based on a misrepresented price)
- Real estate licence revocation for the agents involved
- Criminal fraud charges
No short-term financial gain is worth the exposure. If you’re ever pressured into such an arrangement, walk away.
Early Access Clauses: Buyers sometimes request access before closing to measure rooms or begin light work. Any early access clause must specify the permitted purpose, dates, liability for any damage, and insurance responsibility. If the deal falls through after early access has begun, who is responsible for restoring the property?
Tenant-Related Clauses: If the property has a sitting tenant, a buyer’s desire to take vacant possession must be balanced against the tenant’s rights under the Residential Tenancies Act. You cannot contractually override tenant protections — if the seller can’t legally deliver vacant possession by closing, the deal may fail regardless of what the offer says.
Renovation Allowances / Credits: A seller “crediting” the buyer for future renovations at closing is common in principle, but the credit must be structured properly. If it effectively reduces the net purchase price, the lender needs to be aware — applying the credit post-close without disclosure can be treated as price manipulation by the mortgage lender.
The rule: any non-standard clause should be reviewed by your lawyer before it goes into the offer — not after it’s already been accepted.
My rule of thumb: every word in an offer should be enforceable in a courtroom. The standard OREA Agreement of Purchase and Sale already covers most situations well. When you need something beyond the standard form, get it drafted properly. I’ve seen cases where buyers fought over a fridge for months because “all appliances” was the only description, and cases where sellers successfully argued a repair clause was too vague to enforce. The cost of having your lawyer review an extra clause before signing is a fraction of what disputes cost after the fact. If you have specific items or conditions you want to include, let’s talk through them before the offer goes in.
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