You Can’t Just Add Any Clause to an APS:Ontario Contract Law Basics

Standard (Boilerplate) Clauses

OREA (Ontario Real Estate Association) provides a standard APS form with pre-drafted, legally reviewed clauses covering price, closing date, property description, deposit handling, conditions, and representations. These clauses reflect years of legal refinement and should not be casually altered or deleted without legal advice.

Schedule A

Schedule A is where most custom negotiation happens. It lists included chattels (appliances, fixtures, window coverings), excluded items, and any additional conditions or representations agreed to by both parties. This is also where most clause errors occur — because it feels informal, people write imprecise language that later fails in disputes.

Additional Schedules (B, C, etc.)

Complex transactions — tenanted properties, new construction, assignment sales — may require additional schedules. Each schedule forms part of the contract and must be signed by both parties. Builder schedules in particular often contain lengthy clauses that are heavily weighted in the builder’s favour and deserve careful legal review.

The basement repair clause that did nothing

What was written: “Seller agrees to fix the basement water issue before closing.”
What happened: The seller painted over the staining and considered it done. The buyer moved in to find active seepage. Because “fix” was undefined, the court found the clause too vague to enforce a specific standard of remediation.
What should have been written: “Seller to engage a licensed waterproofing contractor to install interior drainage system and sump pump, to a minimum cost of $X, with written warranty of Y years, documentation provided to buyer no later than 5 business days before closing.”

The appliances that disappeared at closing

What happened: Seller verbally agreed to leave the fridge, washer, and dryer. None of this was written into Schedule A. At closing, the appliances were gone. The buyer had no written record and no legal basis for a claim.
The lesson: Every item a buyer expects to be included must be explicitly named in Schedule A — including the brand if possible. “All appliances” is better than nothing, but “Samsung French door refrigerator, model XYZ” is better still.

The “buyer can exit anytime” clause

What was written: “Buyer reserves the right to cancel this agreement if not fully satisfied.”
The problem: Without a defined triggering condition (failed inspection, financing not arranged, title issue), this language reads like an unconditional offer with an exit right — which is legally uncertain at best. Sellers’ lawyers will reject this clause. A proper condition clause names the condition, the deadline for satisfaction or waiver, and consequences of each outcome.

Can buyers and sellers add custom clauses to an Ontario APS?

Yes, but with important limitations. Custom clauses must be clear, specific, and legally compliant. They cannot violate Ontario’s Human Rights Code, TRESA, or other applicable legislation. Ambiguous or unlawful clauses may be deemed unenforceable by a court, and in serious cases, could affect the validity of the entire contract.

What makes a contract clause unenforceable in Ontario real estate?

A clause is typically unenforceable if it: discriminates on protected grounds under the Ontario Human Rights Code; attempts to waive statutory rights guaranteed under TRESA; contradicts zoning or building code requirements; or is so vague that its meaning cannot be reasonably determined. Courts will not enforce what they cannot interpret.

What happens if a clause is too vague?

Vague clauses are interpreted by courts — often in ways neither party anticipated. For example, “seller agrees to repair the basement” without specifying scope, timeline, or standard gives the seller enormous latitude. Courts may find this clause too uncertain to enforce at all, leaving the buyer without recourse.

Do verbal promises from a seller hold up legally?

Generally no. In Ontario real estate, the written contract governs the transaction. Verbal commitments made during negotiations — appliances being left, repairs being completed, items being included — are legally unenforceable unless explicitly written into the APS or a Schedule. This is sometimes called the “parol evidence rule.”

Can a seller require the buyer to waive their home inspection right?

A seller can decline to accept offers that include a home inspection condition — that is a negotiating position, not a legal waiver. However, a clause purporting to permanently prohibit a buyer from ever inspecting the property, or to hold a seller harmless for conditions the buyer could have discovered through inspection, would be legally problematic. Buyers who choose to waive inspection conditions do so voluntarily.