How the Conditional Period Ends on an Ontario Offer: Waiver, Fulfillment, Release or Termination
A conditional deal ends one of a handful of ways, and each one is triggered by a different person. Knowing who holds the pen tells you whether the house is still sold.
Who can end the conditional period on an Ontario offer, and how?
It depends on who holds the pen. The buyer alone can waive a condition written for the buyer’s benefit, confirm it has been fulfilled, or, under a condition-subsequent clause, give notice to terminate. The seller alone can act only where the agreement gives the seller a right, such as an escape clause or a condition written for the seller. Ending the deal by agreement or moving a deadline needs both signatures. If nobody acts, the clause’s own wording decides: most standard conditions make the offer null and void with the deposit returned in full without deduction, while a condition-subsequent clause leaves the deal binding.
Source: OREA Agreement of Purchase and Sale (Form 100), ss. 3 and 20; OREA Residential and Commercial Clauses, January 1, 2026 edition (LAW-1, INSUR-1, MORT-5, SBP/SA-6)
I’m Arthur Zhao, a real estate Broker with AZ Real Estate Partners. Picture a seller on day four of a seven-day condition period. They accepted a conditional offer, took the sign down in their head if not yet on the lawn, and since then have heard nothing. No inspection booking, no update on financing, no request for more time. The question is simple: is my house sold or not?
The honest answer is that silence, on its own, does not end anything. What ends a conditional period is a specific act by a specific person, and the agreement decides who is allowed to do what. Below, I sort those acts by who can make them: the buyer alone, the seller alone, or both together. Then I cover what happens when a deadline passes with no one acting, and where the deposit sits while all of this plays out.
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What the buyer can do alone
Most conditions in an Ontario resale offer, such as a lawyer’s review, insurance or an inspection, are written for the buyer’s benefit. That gives the buyer three possible moves, and none of them needs the seller’s agreement.
Waive the condition. The standard OREA clauses say a buyer-benefit condition “may be waived at the Buyer’s sole option by notice in writing” within the time stated. Waiving means the buyer gives up the protection and goes firm on that point, whether or not the condition was actually satisfied. On OREA paperwork this is usually a Waiver (Form 123), which removes the named condition and leaves every other term unchanged.
Confirm the condition has been fulfilled. Here the buyer is saying the thing actually happened: the inspection came back acceptable, the lawyer approved. The usual form is a Notice of Fulfillment (Form 124). Its effect on the deal is the same as a waiver: the condition drops out and the rest of the agreement carries on. The difference is in what the buyer is stating.
Terminate, where the clause is a condition subsequent. Some clauses are built the other way round. OREA’s condition-subsequent mortgage clause (MORT-5) lets the buyer end the agreement by written notice before the deadline if a new mortgage cannot be arranged. Once that notice is received, the agreement is null and void and the deposit is returned in full. Under this structure the buyer has to act to get out, not to stay in.
One caution from OREA’s own clause guidance: not every condition can be waived. Some have to be satisfied, or the transaction cannot go ahead.
What the seller can do alone
The seller’s list is shorter, and every item on it has to be written into the agreement first.
Use an escape clause. If the offer includes one, the seller may keep marketing the property. OREA’s wording (SBP/SA-6) lets the seller, on receiving another offer the seller is satisfied with, notify the buyer. The buyer then has the number of hours written in the clause to waive any and all conditions by written notice. If the buyer does not, the offer becomes null and void and the deposit goes back to the buyer in full. A narrower version (SBP/SA-4) asks the buyer to remove only one condition, typically the sale of the buyer’s own home. The seller cannot simply cancel. What the clause gives is the right to make the buyer decide.
Waive or confirm the seller’s own conditions. Some conditions are written for the seller, for example a condition on the seller finding new accommodation (SBP/SA-7) or on the seller being satisfied with the buyer’s credit (MORT-6). For those, the seller is the one who can waive or confirm them, by written notice before the deadline.
Terminate where the agreement gives a right to. When a condition has not been fulfilled and the seller holds a termination right, OREA’s Termination of Agreement by Seller (Form 126) records it. On that form, both seller and buyer also agree to sign the attached Mutual Release. So even this one-sided step is designed to finish with paperwork both sides sign.
What is not on the list is cancelling because the buyer has gone quiet. Until the deadline in the clause passes, the buyer is entitled to that time.
What needs both signatures
Ending the deal by agreement. A Mutual Release (Form 122) is signed by buyer and seller. In it they acknowledge the transaction is terminated, release each other and the brokerage from claims arising out of the agreement, and direct the deposit holder to pay out a stated amount to a named person. The person sending it sets an irrevocable deadline. If both sides have not signed by then, the release itself becomes null and void.
Moving a deadline. Section 20 of the standard Agreement of Purchase and Sale makes time “of the essence”. A condition date can be extended or shortened only by a written agreement signed by the seller and the buyer, or by their lawyers if specifically authorized. A text saying “take a few more days” is not that agreement. An extension the other side has not signed is not an extension.
Signing a Mutual Release vs. letting a condition simply lapse
When the deadline passes and nobody sent anything
This is what the seller in the opening is really asking. The answer turns on how the condition is worded, not on what anyone expected.
Standard condition-precedent wording (LAW-1, INSUR-1 and most others): unless the buyer gives written notice that the condition is fulfilled by the stated time, the offer is null and void and the deposit is returned in full without deduction. Silence ends the deal. The seller does not have to send anything to make that happen.
Condition-subsequent wording (MORT-5): if the buyer does not give written notice to terminate by the deadline, the condition is deemed waived and the agreement stays valid and binding, whether or not the buyer arranged the mortgage. Silence keeps the deal alive.
Two parties can stay equally silent and get opposite outcomes, depending only on which clause they signed. Because time is of the essence under section 20, a notice that arrives after the stated time does not count as on time. Under section 3, notices must be in writing and are deemed received when delivered to the address for service, or sent to the fax number or email address set out in the agreement.
💡 The contract ending and the deposit coming back are two different events. The clause can say the offer is null and void and the deposit is returned in full. The money still sits with the deposit holder, and it moves when there is a piece of paper telling it to: a direction signed by both sides, normally the Mutual Release. My personal view is that anyone whose deal has just died should ask, the same day, “who is sending the release, and by when?” The contract may be finished, but the file is not closed until that page is signed.
Where the deposit sits in the meantime
Under the standard agreement, the deposit is paid to the Deposit Holder, usually the listing brokerage. If the offer says “Upon Acceptance”, it is due within 24 hours of acceptance. It is held in trust pending completion or other termination of the agreement and credited toward the purchase price on closing. Unless the agreement says otherwise, it goes into a non-interest-bearing trust account, and no interest is earned or paid on it.
So the deposit does not belong to the seller during the condition period, and it does not move back to the buyer just because a deadline passed. If the deal closes, it becomes part of the price. If the deal ends, the Mutual Release is the standard document that tells the holder who receives what. When one side will not sign, the money tends to stay where it is. That situation is covered in a separate article on this site about deposits stuck in trust.
Before your condition date
Who you are in the deal changes which items apply to you.
- ☐Find the exact date and time each condition expires, as written in the clause, not as remembered.
- ☐Check whether each condition is for the buyer’s benefit, for yours, or is a condition subsequent, since that decides what silence means.
- ☐Confirm whether your agreement contains an escape clause before treating another offer as a way out.
- ☐Refuse to treat any extension as real until it is a written agreement signed by both sides, or by authorized lawyers.
- ☐Ask who will prepare the Mutual Release if the deal ends, and send it to your lawyer before signing.
- ☐Put every waiver, fulfillment notice or termination notice in writing, and get it delivered before the stated time.
- ☐Confirm how notice reaches the seller in your situation, especially if one brokerage represents both sides or either side is unrepresented.
- ☐Decide condition by condition: waive one only if you are prepared to be firm on it while the others remain.
- ☐Request any extension in writing early, and do not rely on it until the seller has signed.
- ☐If the deal ends, ask for the Mutual Release promptly and have your lawyer check the deposit amount and payee before you sign.
ℹ️This article describes how the standard OREA wording works. Your agreement may use different clauses or amended wording, and typed clauses override the printed form. Before you waive, terminate, sign a release or agree to an extension, have a real estate lawyer read your actual agreement.
- OREA Form 100, Agreement of Purchase and Sale: Deposit paragraph, s. 3 (Notices), s. 20 (Time Limits)
- OREA Residential and Commercial Clauses, January 1, 2026 edition: LAW-1, INSUR-1, MORT-5, MORT-6, SBP/SA-4, SBP/SA-6, SBP/SA-7, and the guidance note on conditions that cannot be waived
- OREA Forms 122 (Mutual Release), 123 (Waiver), 124 (Notice of Fulfillment of Condition(s)) and 126 (Termination of Agreement by Seller), annotated editions
Conditions in an Ontario Offer: Financing, Inspection & More →Deposit Frozen in Trust After a Deal Falls Apart? How Ontario’s Interpleader Process Unfreezes It →What Do the "Conditions" in a Home Offer Actually Protect? Financing, Inspection, and Status Certificate Explained →18 Steps to Your Home in Ontario →
Frequently Asked Questions
Can the seller cancel the deal just because the buyer has gone quiet?
No. Silence alone gives the seller no right to cancel. The buyer has until the date and time in the condition clause. If the condition is standard buyer-benefit wording and no notice of fulfillment or waiver arrives by then, the offer becomes null and void on its own, with no cancellation needed. The seller can push things earlier only through an escape clause, and only after receiving another offer, by notifying the buyer under OREA wording such as SBP/SA-6.
Can a buyer waive one condition and keep another?
Generally yes. Each buyer-benefit condition can be waived separately by written notice, and OREA’s Waiver (Form 123) names the condition being waived and leaves all other terms unchanged. Two exceptions apply. An escape clause like SBP/SA-6 can require the buyer to waive all conditions within the stated hours, and OREA notes that some conditions cannot be waived at all.
If I waive my conditions, can I still renegotiate the price later?
Not as of right. A waiver or notice of fulfillment removes the named condition, and OREA Forms 123 and 124 both state that all other terms, including the price, remain unchanged. A price change after that happens only if the seller agrees to amend the agreement. Your lawyer can tell you how that amendment should be documented.
What happens if the other side won’t sign the mutual release?
The deposit usually stays where it is. Under the standard agreement it is held in trust by the deposit holder, and the Mutual Release (Form 122) is the document that directs the holder on the amount and the payee, signed by both buyer and seller. If one side will not sign, the deposit generally stays in trust while the disagreement is sorted out. How those disputes are resolved is covered in a separate article on this site about deposits stuck in trust.
Does telling my own agent count as giving notice to the seller?
Not by itself. Under section 3 of the standard agreement, the seller appoints the listing brokerage to give and receive notices, and a buyer with a representation agreement appoints their own brokerage for the same purpose. The notice still has to be in writing and delivered to the other side’s address for service, fax number or email address under the agreement. That appointment does not apply where one brokerage represents both buyer and seller, or where either party is self-represented, so in those cases check exactly where notice must go.
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