Which Version Is the Deal? When an Ontario Agreement of Purchase and Sale Becomes Binding
Three rounds of counter-offers, one wrong email address, one brokerage on both sides. Here is how Form 100 itself decides which paper you are bound by.
Is an Ontario offer binding the moment the last person signs it?
Not as the form words it. Form 100 ties the binding moment to acceptance: clause 13 says that “upon acceptance of this offer there shall be a binding agreement of purchase and sale between Buyer and Seller.” A signature on a version that the other side has not accepted is still just an offer or a counter-offer. Separately, clause 3 says when any offer, counter-offer or notice of acceptance is “deemed given and received”: on hand delivery to the Address for Service, or on transmission to the fax number or email address written into the agreement.
Source: OREA Form 100, Agreement of Purchase and Sale (Forms Explained annotated edition), clauses 3 and 13 and the Confirmation of Acceptance
I’m Arthur Zhao. A buyer once forwarded me three PDFs from the same weekend. The first was their offer. The second was the seller’s counter, with a higher price and a later closing. The third was the buyer’s reply, splitting the difference. Every one of them had signatures on it. The buyer’s question was blunt: which of these am I actually committed to, if any?
That confusion is normal, and the form expects it. OREA’s own annotation on Form 100 notes that the negotiation “can continue back and forth several times in an effort to reach an agreement.” The answer is not in whichever PDF is newest. It is in a few specific lines of the form: what clause 13 says about acceptance, how clause 3 decides when a document has been delivered, and what the Confirmation of Acceptance line on the last page records. Below I take those lines through three situations that come up again and again, then cover withdrawing an offer and what starts the moment a deal is accepted.
→
→
→
→
→
Situation one: the offer went back and forth three times
Each round in a negotiation is its own document. Clause 3 lists them by name: “this offer, any counter-offer, notice of acceptance thereof or any notice”, and calls each one a “Document.” So the three PDFs in that buyer’s inbox were three separate Documents, not three drafts of one agreement.
Which one binds? The form points to the version that was accepted. The Confirmation of Acceptance line reads: “I confirm this Agreement with all changes both typed and written was finally accepted by all parties at ___ this ___ day of ___.” Notice the phrase “with all changes both typed and written.” Handwritten edits made during the counters are part of the accepted agreement, not side notes. Schedule A carries its own reminder that it “must be initialled by all parties to the Agreement of Purchase and Sale.”
What the form does not do is spell out, in its printed text, what happens to an earlier version once someone counters it. That is general contract law, not a Form 100 clause, and if the question ever matters in your file it is one for a real estate lawyer. In practice, the cleaner habit is to know which single version every party has accepted, and to make sure its Confirmation of Acceptance is filled in.
One more trap in this situation: the promises made between rounds. A text saying “we’ll leave the dining room light” or a phone call agreeing to a flexible closing is not part of the deal unless it is written in. Clause 26 is explicit that the Agreement, including any Schedule, “shall constitute the entire Agreement” and that there is “no representation, warranty, collateral agreement or condition” affecting it “other than as expressed herein.”
Situation two: the email went to the wrong address, or the wrong person
Clause 3 is narrow about how a Document counts as delivered. It is deemed given and received when it is delivered personally or hand delivered to the Address for Service in the Acknowledgement, or, “where a facsimile number or email address is provided herein, when transmitted electronically to that facsimile number or email address.”
Read the word “that.” The deeming rule attaches to the email address written into the clause 3 boxes, one marked for delivery of Documents to the Seller and one for delivery to the Buyer. An acceptance sent to someone’s personal Gmail, an assistant’s inbox, or an old address from a previous deal is not a method that clause describes. It may still reach the right person, but you have stepped outside the delivery rule the parties agreed to, and you are relying on something other than the form.
The wrong-person version of this problem comes from the notice-agent appointment. Under clause 3, “The Seller hereby appoints the Listing Brokerage as agent for the Seller for the purpose of giving and receiving notices.” Where the buyer has a representation agreement with a brokerage, the buyer appoints that Buyer’s Brokerage the same way. So in an ordinary deal with two brokerages, the brokerages are the notice channels. Sending an acceptance straight to the other party, around their brokerage, is not what the clause sets up.
Clause 3 also says that when a Document is transmitted to the listed fax number or email address, “the signature(s) of the party (parties) shall be deemed to be original.” Clause 27 adds that the parties consent to electronic signatures under the Electronic Commerce Act, 2000. Electronic delivery is built into the form; the address is what has to be right.
⚠️Check the clock, not just the inbox. Clause 28 reads every time and date in the agreement as the time and date where the property is located. A party signing from another province or overseas should work out deadlines in Ontario time if the property is in Ontario.
Situation three: one brokerage on both sides, or nobody has an agent
The notice-agent setup from situation two switches off in two cases. Clause 3 says the Brokerage “shall not be appointed or authorized to be agent for either the Buyer or the Seller for the purpose of giving and receiving notices where the Brokerage represents both the Seller and the Buyer (multiple representation) or where the Buyer or the Seller is a self-represented party.”
That changes who the Documents have to reach. With one brokerage representing both sides, handing the acceptance to that brokerage is not delivery to the other party under clause 3, because the brokerage is not anyone’s notice agent. The same applies to a self-represented buyer or seller: there is no brokerage standing in for them.
In these files the clause 3 email boxes and the Address for Service carry more weight than usual. They are the channels the form recognizes. If you are the self-represented party, or you are in a multiple representation deal, the address written in your box is where the other side’s offer, counter or acceptance will be deemed received, so it should be an inbox you actually watch.
“Signed” is not the same as “deemed delivered”
💡 My own view is that the two email boxes in clause 3 are the most under-filled lines on Form 100, and they are not admin. They decide which inbox the form treats as the delivery point for every counter-offer and acceptance that follows. When I review a file, I check that both boxes are filled in, that the addresses are spelled correctly, and that each one belongs to someone who will actually be reading at the irrevocable deadline. Getting the price right and the delivery address wrong is an avoidable way to end up arguing about whether you have a deal.
Withdrawing before the other side accepts
Clause 1 sets the window. The offer “shall be irrevocable by” the Seller or the Buyer, whoever is submitting it, until a stated time and date, “after which time, if not accepted, this offer shall be null and void and the deposit shall be returned to the Buyer in full without interest.”
OREA’s red annotation on this clause, which explains the form rather than forming part of it, puts it plainly: “The submitting party is not permitted to withdraw their Offer prior to that time.” The same annotation explains that “The Seal beside their signature shows that the submitting party has received something of value for this irrevocable Offer.”
Two practical points follow. First, the blank in clause 1 is filled with either Seller or Buyer, so, reading the form itself, a counter from the seller would normally name the seller as the party bound until its irrevocable time (this is a reading of the blank, not wording from the form; your lawyer can confirm how it applies to your document). Second, the irrevocable time is read under clause 28: “Any reference to a time and date in this Agreement shall mean the time and date where the property is located.”
What starts the moment the deal is accepted
Acceptance is the trigger for several clocks in the form at once.
The deposit. If the deposit box is marked Upon Acceptance, the form defines it: “Upon Acceptance” shall mean that the Buyer is required to deliver the deposit to the Deposit Holder within 24 hours of the acceptance of this Agreement. That is one reason the Confirmation of Acceptance time matters: it is the form’s own record of when acceptance happened. OREA’s annotation on that line says that once all parties have accepted, “the last person to sign confirms when that happened.”
Every other deadline. Clause 20 says that “Time shall in all respects be of the essence”, and that times can be extended or abridged only “by an agreement in writing signed by Seller and Buyer or by their respective lawyers who may be specifically authorized in that regard.”
The paper trail to your lawyer. In the Acknowledgement, each side confirms “receipt of my signed copy of this accepted Agreement of Purchase and Sale” and authorizes the Brokerage to forward a copy to their lawyer.
Where your agent stops and your lawyer starts
Clause 24 is one sentence, and every party signs it: “The parties acknowledge that any information provided by the brokerage is not legal, tax or environmental advice.”
Explaining what clauses 1, 3 and 13 say, and checking that the boxes are filled and the right version is circulating, is the brokerage side of the work. Deciding whether a particular acceptance was effective when it was sent to the wrong address, or whether an earlier version survived a counter, is a legal question about your specific facts. That belongs with a real estate lawyer, ideally before the irrevocable deadline rather than after.
What to keep, document by document
Sorted by the paperwork itself, so you can check each item against what is actually in your file.
- ☐Fill in both clause 3 email boxes, one for delivery to the Seller and one for delivery to the Buyer, and check the spelling.
- ☐Confirm the Address for Service in the Acknowledgement is current for each party.
- ☐Initial Schedule A, as the schedule itself requires, and make sure every party has.
- ☐Keep each version of the offer and counter-offer as a separate file, named by round.
- ☐Check the Confirmation of Acceptance on the final version shows a time and date, and is signed.
- ☐Save each sent email that carried an offer, counter or acceptance, with its timestamp.
- ☐Compare the recipient address on each email with the one written in the clause 3 box.
- ☐Note the time of each step in the time zone where the property is located, per clause 28.
- ☐Get any side promise into the agreement itself in writing, since clause 26 excludes what is not expressed in it.
- ☐Record when the deposit reached the Deposit Holder if it was due Upon Acceptance.
- ☐Sign the Acknowledgement and keep your signed copy of the accepted agreement.
- ☐Confirm the brokerage has forwarded the accepted agreement to your lawyer.
- ☐Put any change to a deadline in writing signed by both parties or their authorized lawyers, per clause 20.
- OREA Form 100, Agreement of Purchase and Sale (Forms Explained annotated edition): Deposit, clauses 1, 3, 13, 20, 24, 26, 27 and 28, Confirmation of Acceptance, Acknowledgement and Schedule A. Red annotations quoted above are OREA explanations, not form text.
Cancel Accepted Offer →Signing an Ontario Purchase Agreement with DocuSign: What the Law Says at Each Step →Changing a Signed Ontario Offer: What It Takes to Move the Closing Date, the Price or a Condition →18 Steps to Your Home in Ontario →
Frequently Asked Questions
Can my real estate agent receive the seller’s acceptance on my behalf?
Usually, yes. Under clause 3 of Form 100, where you have a representation agreement with a brokerage, you appoint that Buyer’s Brokerage as your agent for giving and receiving notices. The exception is where one brokerage represents both buyer and seller, or where either side is self-represented: then clause 3 says the brokerage cannot be the notice agent.
We agreed to a change by text message during the counter-offers. Is it part of the deal?
Not unless it is written into the agreement. Clause 26 of Form 100 says the agreement, including any Schedule, is the entire agreement and that there is no collateral agreement or condition other than as expressed in it. Clause 3 also requires notices to be in writing and delivered by hand, fax or email as set out there.
Who fills in the Confirmation of Acceptance, and why does it matter?
The line is signed by the Seller or the Buyer, and OREA’s annotation says the last person to sign confirms when acceptance happened. It records that the agreement, with all typed and written changes, was finally accepted by all parties at a stated time and date. That time matters because an Upon Acceptance deposit is due within 24 hours of acceptance.
If a clause we added contradicts the printed wording of the offer, which one wins?
The added clause. Clause 26 of Form 100 says that where an added provision, including one in a Schedule, conflicts with the standard pre-set portion, the added provision supersedes it to the extent of the conflict. A real estate lawyer can confirm how that applies to your exact wording.
Once the offer is accepted, can we move a deadline in it?
Yes, but only in writing. Clause 20 of Form 100 makes time of the essence and allows a time to be extended or abridged by an agreement in writing signed by the Seller and Buyer, or by their lawyers if specifically authorized. A verbal agreement to move a date does not meet that clause.
Discover more from GTA Real Estate Broker | Arthur Zhao
Subscribe to get the latest posts sent to your email.
