Seller Signed Back Your Offer in Ontario: Is the Original Offer Still Alive?

A sign back is not an edit to your offer. It is the seller’s own offer, on the seller’s clock, and three questions tell you whether a deal exists yet.

I’m Arthur Zhao. When your offer reaches the listing brokerage, it does not just get forwarded to the seller. The listing side keeps a record of it, usually on OREA’s Form 801 Offer Summary Document, noting when it arrived, when it was presented, and how it ended. The last line has three boxes: Accepted, Signed Back/Countered, Expired/Declined.

If the seller signs back, the box that gets ticked is the middle one. That is the listing brokerage writing down, in its own file, that your offer’s round is over. OREA’s note on the same form says it plainly: each offer submission “is considered to be a new offer and requires a Summary Document of its own.” Your next move, if you make one, gets a fresh record.

Buyers often read a sign back as their own offer with a few numbers crossed out. The paperwork reads it differently, and the difference decides what you can still do. Rather than walking through your options one by one, this article asks the three questions that settle whether a deal exists at any given moment: which document is live, whose deadline is running, and whether the last answer was actually delivered.

Question 1: Which document is live right now?

In a back-and-forth between you and one seller, only one version is open at any moment, and after a sign back it is the seller’s. OREA’s explanatory note at the top of Form 100 describes the back-and-forth this way: after the buyer signs, the seller “may want to make changes to the Offer for the Buyer’s consideration,” and the process “can continue back and forth several times.” Each of those turns is a new submission, which is why Form 801 asks the listing brokerage to keep a new Summary Document for every counter (subsequent) offer from the same buyer.

What happens to the offer you started with rests on a general principle of contract law rather than a specific Ontario statute: a counter offer is treated as a rejection of the offer it answers, plus a new offer of its own. Applied here, the seller cannot later go back and accept your original version, and you cannot resurrect it by pointing to it. If you want those terms back, they have to come back as a new written offer that the other side then accepts. How the principle applies to unusual facts is a question for a real estate lawyer.

The same logic runs the other way. If you answer the sign back with changes of your own, your counter becomes the live document and the seller’s sign back is no longer open for you to accept. If you sign the sign back as it stands, nothing is left to negotiate: Form 100 clause 13 says that upon acceptance “there shall be a binding agreement of purchase and sale between Buyer and Seller.”

As for what a sign back physically looks like: in practice the seller’s changes are usually made on the same Form 100, with each change initialled, or set out in an added schedule. That is industry practice, not a requirement written into the form.

Your original offer vs the seller’s sign back

Question 2: Whose deadline is running, and until when?

Clause 1 of Form 100 has a blank for who is bound, “irrevocable by ___ (Seller/Buyer),” followed by a time and a date. OREA’s note explains the bargain behind it: the party submitting the offer “agrees to allow the other side until this time and date to consider and accept the Offer,” and the Seal beside that party’s signature shows they “received something of value for this irrevocable Offer.”

After a sign back, that party is the seller. The deadline that matters is the one on the seller’s document, not the one you wrote on yours. Two drafting details in Form 100 change how you read it:

• Local time. Clause 28 says any time and date in the Agreement means the time and date where the property is located. If you are out of province or abroad, convert before you plan your evening around it.
• Time is strict. Clause 20 says time “shall in all respects be of the essence,” and that times in the Agreement may be extended or shortened only by an agreement in writing signed by the seller and buyer or their lawyers.

The clock moves with the document. The moment you deliver a counter of your own, the seller’s deadline stops mattering and yours starts: you are again the submitting party, bound until the time you chose. Pick that time as deliberately as the price, because for its duration you cannot take the offer back.

Question 3: Has the answer actually been delivered?

A signature alone does not move the deal. Clause 3 of Form 100 treats “this offer, any counter-offer, notice of acceptance thereof or any notice” as a “Document,” and a Document is “deemed given and received” only when it is delivered personally or hand delivered to the Address for Service in the Acknowledgement, or, where a fax number or email address is provided in the agreement, when it is transmitted electronically to that number or address. Clause 3 also requires that any notice “shall be in writing.”

So the practical test is not “did I sign?” but “has the signed page reached the right place?” If you sign the seller’s sign back at 8:50 p.m. and it is not delivered until after an irrevocable time of 9:00 p.m., the timing works against you. An acceptance is only useful while the offer it accepts is still open.

Clause 3 also names who receives Documents. The seller appoints the listing brokerage as the seller’s agent for giving and receiving notices. Where you have signed a representation agreement with a brokerage, you appoint that brokerage as yours. That is why, in the ordinary case, delivery to your agent’s brokerage counts as delivery to you.

Registrants carry their own duty here. Under O. Reg. 567/05 s. 22.10, a registrant must convey any written offer to their client as soon as possible, and subsection (5)(a) extends that to written amendments to written offers and other written documents directly related to an offer. Section 13.2 requires a registrant representing a client to use best efforts to ensure the agreement is in writing and legible. A verbal yes over the phone is not a substitute for a delivered, signed page.

When the round actually closes

If you sign the sign back unchanged and it is delivered in time, the last party to sign completes the Confirmation of Acceptance on Form 100, recording the time and date at which the Agreement “with all changes both typed and written was finally accepted by all parties.” That entry records when the binding agreement was formed, and other clocks key off it. If your deposit was written as “Upon Acceptance,” the deposit clause defines that as delivery to the Deposit Holder within 24 hours of acceptance.

If your offer or counter ends without a deal, the side that presented it may confirm that with OREA Form 109, the Offer Conveyance Acknowledgement, which states that your offer or counter offer “was conveyed” at a given time and date “and was not accepted or signed back.” Receiving one tells you nothing is open on your side.

Whether to add or change conditions inside a counter, and how to word them, is a drafting question with consequences. Talk to a real estate lawyer before you sign anything you are not sure about.

Before you sign or send anything back

Clause 3 changes depending on who represents whom, so the steps differ.