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Ontario Agreement of Purchase and Sale: OREA Form 100 Explained Clause by Clause

The Ontario Agreement of Purchase and Sale,
explained clause by clause.

Every part of OREA Form 100 in the order the form runs: the opening blocks, Clauses 1 to 29, the signing area and Schedule A. What each one does, which line to check when an offer is written, and where buyers and sellers usually get caught.

Current edition: revised May 2026
44 clause cards, nothing folded away
A broker's reading, not legal advice

What is an Ontario Agreement of Purchase and Sale?

An Agreement of Purchase and Sale, the APS, usually just called "the offer", is the buyer's written proposal to the seller: this price, this deposit, this closing date, these conditions. The seller can accept it, change it and sign it back, or let it lapse. Once every party has signed and every change has been initialled, the document becomes a binding contract between buyer and seller (subject to any conditions). For freehold resale homes in Ontario (detached, semi-detached and freehold townhouses), brokerages generally use the Ontario Real Estate Association's standard Form 100; condominium resales use a separate form, Form 101. Form 100 is built from a set of fill-in blocks on its first page, 29 pre-printed clauses, a signing area and Schedule A. Most of what makes one deal different from another lives in Schedule A.

Sources: OREA Form 100 "Agreement of Purchase and Sale" (Revised May 2026); OREA Standard Forms index (2026); OREA's published forms guidance on deposits, notices, title, inspection and insurance, and signatures. This page explains each block and clause in the form's own order, in plain words; it does not reproduce the form text or OREA's explanatory material.

Broker note

What follows is the reading of a broker who drafts and reviews this form often: how each line is filled in practice, what to ask when an offer is written or signed back, and where things go wrong. It is not legal advice. How any clause binds you depends on the agreement you actually sign and on your lawyer's review; questions about title, tax, non-resident withholding, the Planning Act or the Family Law Act go straight to your lawyer. The stories on this page are illustrative scenarios; none describes a real client.

Part one · The form at a glance

How is Form 100 laid out?

The agreement works in four layers. The fill-in blocks on the front page settle who, which property, what price and what deposit. Clauses 1 to 29 are the pre-printed rules, most of which need nothing written in. The signing area records who signed and when. Schedule A carries whatever conditions and terms are specific to this deal. The map below goes section by section rather than by page.

Part What is in it What gets filled in at offer time
Front page blocks Agreement date, buyer, seller, real property, purchase price, deposit, list of schedules Nearly every line; price and deposit go in both figures and words
Clauses 1 to 6 Irrevocability, completion date, notices, chattels included, fixtures excluded, rental items Times, dates, email addresses and three item lists
Clauses 7 to 12 HST, title search, future use, title, closing arrangements, documents and discharge The HST choice, the Requisition Date and the present use
Clauses 13 to 18 Inspection, insurance, Planning Act, document preparation, residency, adjustments Nothing to fill, but Clause 13 decides whether Schedule A needs an inspection condition
Clauses 19 to 29 Property assessment, time limits, tender, Family Law Act, UFFI, professional advice, consumer reports, agreement in writing, electronic signatures, time and date, successors and assigns Nothing
Signing area Buyer signatures, seller acceptance and commission direction, spousal consent, confirmation of acceptance, brokerage information, acknowledgement, commission trust agreement Signatures, dates, lawyer details, each at its own moment in the negotiation
Schedule A How the balance is paid, plus every added condition and term Everything specific to this deal; every party initials every page
How an offer moves

Between the first signature and the keys, different clauses of Form 100 take the lead at different stages. Seeing the whole route first makes each clause easier to place.

01 · Draft and signThe buyer completes the first page and Schedule A, signs, and sets how long the offer stays open. (Buyer signature, Clause 1)
02 · Present and sign backThe seller accepts, amends and signs back, or does not respond. Every change needs both sides' initials, and every round needs a fresh open-until time. (Clause 1, Clause 20)
03 · AcceptanceThe last person to sign records the time of acceptance. From that moment the deposit clock and the condition clock start running. (Confirmation of acceptance)
04 · DepositIf the offer says Upon Acceptance, the deposit has to reach the deposit holder no later than 24 hours after acceptance. (Deposit)
05 · Condition periodFinancing, inspection and other conditions sit in Schedule A. Before each deadline the buyer gives written notice that it is fulfilled (Form 124) or waived (Form 123); under OREA's standard condition wording, no notice by the deadline means the offer becomes null and void and the deposit is to be returned, though releasing it from trust normally still needs a signed Mutual Release and direction (Form 122). Some conditions work the other way (a condition subsequent): the deal is binding unless it is terminated in time. (Schedule A, Clause 3)
06 · Lawyers take overBoth lawyers receive a copy. The buyer's lawyer searches title and raises written objections before the 6:00 p.m. deadline on the Requisition Date. (Acknowledgement, Clause 8, Clause 10)
07 · Before closingThe property stays at the seller's risk until closing. The form does not require the seller to carry insurance, so ask the listing side to confirm a policy is in force. The buyer lines up a new insurance policy and the closing funds. (Clause 14, Clause 18)
08 · CompletionThe deal completes before 6:00 p.m. on closing day and, unless the agreement says otherwise, the buyer receives the home vacant. (Clause 2, Clause 21)
An often-overlooked clause · Clause 13, Inspection

In the pre-printed Clause 13, the buyer confirms they could have inspected the property and could have made an inspection report a condition, and agrees that no inspection will be done unless the agreement expressly provides for one. In other words, a blank Form 100 defaults to "no inspection". If the offer is meant to depend on an inspection, an inspection condition has to be added in Schedule A (the INSP group in OREA's clause library), with its own deadline. See Clause 13.

The same family of forms

Once Form 100 is signed, these OREA forms tend to appear around it. Most are notices about, or changes to, the original agreement rather than new contracts. Knowing what each one does keeps you from signing at the wrong moment.

Form Name When it shows up
101 Agreement of Purchase and Sale – Condominium Resale Used instead of Form 100 for a condominium resale.
105 Schedule ___ – Agreement of Purchase and Sale A blank extra schedule (B, C and so on) when Schedule A runs out of room.
120 Amendment to Agreement of Purchase and Sale Both parties agree to change the price, a date or a term after acceptance.
121 Notice to Remove Condition(s) – Agreement of Purchase and Sale Where the agreement gives the seller that right (typically a sale-of-buyer's-property condition with an escape clause), the seller calls on the buyer to remove the condition within a set time.
122 Mutual Release – Agreement of Purchase and Sale When a deal ends: the parties release each other and direct the deposit holder on where the deposit goes.
123 Waiver – Agreement of Purchase and Sale A condition was not satisfied, but the party it protects gives it up and proceeds.
124 Notice of Fulfillment of Condition(s) – Agreement of Purchase and Sale A condition has been satisfied (the mortgage is approved, say) and the other side is told in writing.
127 Condition(s) In Offer - Buyer Acknowledgement The buyer confirms in writing that they understand the risk of leaving out a condition, or of waiving one that was not fulfilled.
320 Confirmation of Co-operation and Representation – Buyer/Seller Goes with the offer and records which brokerage represents whom in this deal.
801 Offer Summary Document – For use with Agreement of Purchase and Sale A summary handed to the listing brokerage with the offer and kept on its file, used to meet TRESA's requirements that offers be in writing and that the listing brokerage keep a summary.

Form numbers and names follow the OREA Standard Forms index (2026).

Part two · APS clauses, one by one

Index of APS clauses

In the order Form 100 reads: the fill-in blocks on the first page, Clauses 1 to 29, then the signing area and Schedule A. Each card has three parts: what the block says, what to watch for, and a story. Click any entry to jump to it.

First page · Fill-in blocks
Front pageAgreement date Front pageBuyer Front pageSeller Front pageReal property Front pagePurchase price Front pageDeposit Front pageBalance and schedules
Clauses 1 to 29
Clause 1Irrevocability Clause 2Completion date Clause 3Notices Clause 4Chattels included Clause 5Fixtures excluded Clause 6Rental items Clause 7HST Clause 8Title search Clause 9Future use Clause 10Title Clause 11Closing arrangements Clause 12Documents and discharge Clause 13Inspection Clause 14Insurance Clause 15Planning Act Clause 16Document preparation Clause 17Residency Clause 18Adjustments Clause 19Property assessment Clause 20Time limits Clause 21Tender Clause 22Family Law Act Clause 23UFFI Clause 24Legal, accounting and environmental advice Clause 25Consumer reports Clause 26Agreement in writing Clause 27Electronic signatures Clause 28Time and date Clause 29Successors and assigns
Signing area and schedule
Signing areaBuyer signature Signing areaSeller acceptance and commission direction Signing areaSpousal consent Signing areaConfirmation of acceptance Signing areaInformation on brokerages Signing areaAcknowledgement Signing areaCommission trust agreement ScheduleSchedule A
First page · Fill-in blocks
Front page · Agreement date

Agreement date: the date that identifies the deal

What it says

The first line records the date the offer is written. Its job is to identify the agreement: every amendment, waiver or notice that follows refers back to the agreement dated this day, not to the day the follow-up document itself is signed.

Agreement DateOffer
Watch for
  • Follow-up forms (Form 120 amendment, Form 123 waiver, Form 124 notice of fulfillment) each ask for the original agreement date. Copy this line exactly.
  • This is not the acceptance date. The deposit and condition clocks run from the confirmation of acceptance in the signing area, not from here.
  • If an offer lapses and is redrafted, the new one carries a new date. When several rounds happen on one property, keep clear which version is live.
Story · Illustrative scenario

Near the end of the condition period, a buyer's agent prepared a waiver and filled the agreement-date line with the day the seller signed back, not the date on the offer's first line. The listing side asked for a corrected form before treating the condition as waived, and the fix arrived only hours before the deadline. Copying the first-line date onto every follow-up form avoids the scramble.

↑ Back to index
Front page · Buyer

Buyer: whose names go here shapes what follows

What it says

This line carries the full legal name of every buyer; it reads as their agreement to buy from the seller named next.

Buyer
Watch for
  • Check every name against government ID before the offer goes out. The lawyer, the lender and the brokerage's identification records all work from this line.
  • Everyone who will be on title should be named. Who goes on title is often driven by the mortgage, so settle it with the lender before writing the offer.
  • If a name may need to be added or removed before closing, write that into Schedule A at offer time. Asking the seller for the favour after the deal is firm leaves the decision in the seller's hands.
  • Where the buyer is a corporation, use its legal name; an officer with signing authority signs for it.
Story · Illustrative scenario

A couple wrote their offer in one spouse's name because that spouse's income carried the mortgage application. After the deal went firm, the lender asked for the other spouse to be added. The agreement said nothing about it, so the request went to the seller as a favour, at a point when the seller had no reason to help. One line in Schedule A at offer time would have made it routine.

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Front page · Seller

Seller: as shown on title, not as shown on the listing

What it says

This line carries the full legal name of every seller, matching the registered owners on title.

Seller
Watch for
  • On the listing side, take the names from the title record (the parcel register, as in GeoWarehouse), not from the listing or a tax bill. On the buyer's side, check what the listing brokerage provides.
  • Estate sales: the seller line names the estate, the estate trustee signs and notes that capacity beside the signature. Where it is unclear who can sell, a lawyer-review condition buys time to confirm.
  • Selling under a power of attorney: confirm with the lawyer who prepared the POA that it is still in force and covers this property. The attorney signs their own name and notes the capacity.
  • Where one co-owner has died and title still shows both names, how the line is written, who signs and how title is updated are questions for the lawyer.
Story · Illustrative scenario

The listing came through an adult son who described the house as "my mother's". The parcel register still showed both parents, one of whom had died years earlier. Working out who could sign, and with what documents, took longer than the negotiation itself. Pulling title before writing the seller line would have surfaced it on day one.

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Front page · Real property

Real property: address, frontage, size, legal description

What it says

This block pins down the land itself: the street address; which side of the street the property sits on; the municipality; the frontage and depth, each "more or less"; and the legal description, including any easements not described elsewhere.

frontagelegal descriptioneasement
Watch for
  • "Fronting on the ___ side" is the side of the street the lot is on, as a compass direction: on a north–south road, a house on the west side of the road fronts on the west side. It is not the direction the front door faces, which is where many offers go wrong.
  • Write the municipality as the title record has it, City or Town, rather than by assumption.
  • Frontage and depth are "more or less", but they should still come from the survey or the title record. On an irregular lot, the practical habit is to write the narrower side and show the buyer the survey, so they know the shape of what they are buying.
  • Write the legal description in full, easements included. If it does not fit, refer to Schedule A and set out the full description from the title record at the top of that schedule. Do not use the shortened version from an assessment notice.
Story · Illustrative scenario

An offer described a corner lot's frontage from the listing, using the longer side. Walking the lot with the survey before closing, the buyer realised the narrow side faced the street they cared about and the backyard was shallower than imagined. Nothing in the deal changed, but the trust did. Laying the survey out before the offer would have set expectations.

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Front page · Purchase price

Purchase price: in figures and in words

What it says

The price is written twice, in Canadian dollars: once in figures, once in words.

Purchase Price
Watch for
  • Figures and words must match. When the price changes in a sign-back, change both and have both sides initial.
  • After several rounds, ask for a clean copy before acceptance. A page layered with crossed-out numbers is where mistakes hide.
  • Price is not the only lever. Deposit, closing date, conditions and included items all trade against it.
Story · Illustrative scenario

In a late-night sign-back the seller's agent changed the figures but not the words, and the buyer initialled without noticing. The next morning both lawyers were asking which price was meant before anyone asked about closing. One more read of both lines before initialling prevents it.

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Front page · Deposit

Deposit: when, how much, and to whom

What it says

This block settles three things: when the deposit is delivered (Herewith, with the offer; Upon Acceptance; or as described elsewhere in the agreement); the amount, in words and figures; and who holds it, the Deposit Holder. The holder keeps it in trust until completion or termination, and it is credited toward the price on closing. Under the form's own definition, Upon Acceptance gives the buyer 24 hours after acceptance to get the money to the holder, and unless the agreement says otherwise the deposit is kept in a trust account that pays no interest to anyone.

depositDeposit HolderUpon Acceptancein trust
Watch for
  • Herewith means the deposit goes in with the offer, before the seller has agreed to anything. My practice is Upon Acceptance every time, even when the buyer has the cheque in hand.
  • Upon Acceptance gives 24 hours. If the money sits in a term deposit or needs a transfer, confirm before signing that it can move in time; if not, choose "as otherwise described" and set the timing in a schedule.
  • The deposit holder is usually the listing brokerage. Under OREA's deposit guidance, a brokerage places the deposit in its trust account within five business days of receipt. Be careful if the named holder has no trust account, a seller for instance.
  • The printed wording assumes a negotiable cheque. Paying by electronic transfer needs a schedule clause (OREA clause DEP/PAY-10), and any second or additional deposit is set out in a schedule too.
  • Read any brokerage-supplied schedule: some set their own deposit deadline, and under Clause 26 an added term overrides the printed one. Friday-evening offers deserve a second look.
Story · Illustrative scenario

A buyer won a competing offer on a Friday evening, and the offer said Upon Acceptance. The deposit was in a term deposit the bank could only release on the next business day. The listing agent was patient; the seller's lawyer noted in writing that the deadline had passed. The deal closed, after a weekend of worry. "As otherwise described", with a date in a schedule, would have matched the money to the promise.

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Front page · Balance and schedules

Balance and schedules: list exactly what is attached

What it says

These two lines say that the buyer pays the balance as set out in Schedule A, and list the schedules (A and any others) attached to and forming part of the agreement.

Schedulebalance
Watch for
  • List every schedule actually attached, and only those. A schedule attached but not listed, or listed but missing, is an inconsistency the lawyers will query.
  • Letters only set the order. Many brokerages put their own pre-printed schedule in B; others put everything in A. A survey or an item list can go in a later schedule.
  • Every page of every schedule is initialled by every party.
Story · Illustrative scenario

The first page listed Schedules A and B, but the package sent to the seller left out the brokerage's standard Schedule B. The seller signed. Whether B's terms applied ate a valuable day of the condition period. Before sending, check the attachments against that first-page line.

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Clauses 1 to 14
Clause 1

Irrevocability: how long the offer stays open

What it says

The party presenting the offer (the blank names seller or buyer) promises not to withdraw it before the stated time and date. If it is not accepted by then, it becomes void and the deposit is refunded to the buyer in full, with no interest. The seal beside the signature goes with that promise to keep the offer open.

irrevocableSeal
Watch for
  • Every sign-back needs a new open-until time from the side sending it. A counter that keeps the old time, or leaves it blank, gives the other side very little protection; I ask for it to be resent.
  • Agree the window with the listing agent first: when offers are reviewed and when the seller can realistically sign. Estate sales, power-of-sale properties, sellers abroad and older sellers usually need longer.
  • The window is also a tactic. A pre-emptive offer with a short open time pushes the seller to decide on the spot. Use it once you have the experience to judge it.
  • The time is the time where the property is (Clause 28).
Story · Illustrative scenario

The seller's counter arrived at midnight with a new price but the original open-until time, which had already passed. Its open-until time had already passed, so whether it could still be accepted at all was in doubt. The buyer's agent asked for it to be resent with a fresh time before the buyer signed anything, and the round restarted cleanly the next morning.

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Clause 2

Completion date: by 6:00 p.m., vacant unless agreed

What it says

The deal has to be finished before 6:00 p.m. on closing day, and unless the agreement says otherwise the buyer gets the home empty. In practice, closing should avoid weekends and statutory holidays.

Completion Datevacant possession
Watch for
  • Avoid weekends and statutory holidays. I also steer away from the first and last days of the month, when law offices and land registration are busiest, and from Mondays and Fridays, so that a delay does not stretch across a weekend.
  • 6:00 p.m. is the form's outer limit, but money moves earlier: funds have to reach the lawyer's trust account, and registration and bank cut-offs come before six. Late mortgage instructions are a common cause of delayed closings, so keep lender and lawyer moving in the final week.
  • The closing date is a bargaining chip. If the other side wants it sooner and you want it later, or the reverse, it moves price, especially in competition.
  • Vacant is the default. A tenant staying, a seller leaseback or early access all have to be written into Schedule A.
Story · Illustrative scenario

The buyer's lender sent funding instructions to the lawyer on the afternoon before closing. The money arrived on closing day, but after the lawyer's cut-off for registration. Keys came the next day, and the seller's lawyer asked for an adjustment for the delay. Nothing on the form was wrong; the timeline around it was.

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Clause 3

Notices: when a notice counts as delivered

What it says

The seller names the listing brokerage, and a buyer with a representation agreement names their own brokerage, to give and receive notices on their behalf. That appointment does not apply where one brokerage represents both sides (multiple representation) or where a party is self-represented. Every notice must be in writing. Offers, counter-offers, acceptances and notices under the agreement are deemed given and received when delivered to the address for service in the Acknowledgement, or when sent to the fax number or email address written in this clause; signatures sent electronically count as originals.

noticemultiple representationself-represented partyAddress for Service
Watch for
  • The email fields normally carry each side's agent's address; fax usually stays blank and tends to matter only when lawyers act for the parties.
  • "Deemed received" means delivered when it lands, whether or not anyone has read it. A phone call is not a notice. OREA's recommended practice is to follow a written notice with a call to confirm receipt.
  • In an escape-clause deal, where the buyer must sell first and the seller keeps marketing, think hard about how notice is delivered. With an email address on the form, one email can start the clock. Leaving the email field blank removes one delivery route, but notice can still be deemed received when it is delivered to the appointed brokerage or handed in at the address for service, read or not. In an escape-clause deal, agree in writing how notice will be given and confirm receipt by phone.
  • Under multiple representation, or with a self-represented party, the brokerage cannot receive notice for that party; use the party's own email, fax or address for service.
Story · Illustrative scenario

A buyer's offer was conditional on selling their own home, and the seller kept the right to keep marketing. A second offer arrived, and late on Friday night the listing agent emailed notice to the address on the form. The buyer's agent saw it on Saturday afternoon, with much of the waiver window already gone. The email field worked exactly as written.

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Clause 4

Chattels included: if you want it, list it

What it says

This line lists the items included in the price, such as appliances and other things not attached to the house. Unless the agreement says otherwise, the seller conveys the included fixtures and chattels free of any liens, encumbrances or claims.

chattelsfixtureslien / encumbrance
Watch for
  • Do not just copy the listing. Walk through what the buyer expects to stay and add what is missing: a particular room's light fixture, mirrors, garage door remotes, the central vacuum unit, window coverings.
  • Be specific: brand, location, even a serial number where it matters. If in doubt, write it down.
  • There is no need to argue chattel versus fixture in the offer. If the buyer wants it and it is in the price, list it here, and nothing turns on the label.
  • Equipment the seller owns but is still paying off belongs here, and has to be conveyed free of liens, so the financing must be cleared by closing. Clause 6 is for rented or leased items, lease-to-own included.
Story · Illustrative scenario

At the final visit the buyer found the dining-room chandelier replaced with a bare bulb. The listing said "all light fixtures", but the seller saw that one as a family piece and swapped it. One line, naming the chandelier here or excluding it in Clause 5, would have settled it before anyone fell in love with it.

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Clause 5

Fixtures excluded: what the seller takes must be named

What it says

Anything attached to the house that the seller wants to remove, a dining-room light fixture for example, has to be listed here. The form's logic is that what is attached stays unless it is named.

fixtures excluded
Watch for
  • Listing side: before the listing goes live, ask what the seller intends to take, the chandelier, a wall mirror, a TV bracket, and write it here.
  • Buyer side: read this line against what you saw at the showing. If removal leaves damage to walls or ceilings, agree in Schedule A who makes it good.
  • For items on the chattel-fixture borderline, mirrors for instance, name them in Clause 4 or here; do not leave them for an argument at closing.
Story · Illustrative scenario

A seller planned to take a built-in wine fridge to their new condo but never mentioned it, and the buyer's offer did not mention it either. The night before closing, the seller asked whether it could go. The buyer said no, and the seller was left choosing between leaving it and negotiating a last-minute credit. One line here at listing time would have made it a price discussion, not a closing-week dispute.

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Clause 6

Rental items: equipment the seller does not own

What it says

This line lists equipment that is rented or leased, lease-to-own included, and therefore not part of the price. The buyer agrees to take over the rental contracts if they are assumable, and to sign whatever the transfer requires.

rental itemslease to ownassume the rental contract
Watch for
  • Typical items: hot water tank, furnace, air conditioner, water softener, alarm system. Name the provider for each.
  • On the listing side, get the contract from the seller: the monthly cost, whether it can be bought out, whether it is a rental or lease-to-own, and whether it can be assumed. Some contracts cannot be transferred and must be bought out on sale.
  • On the buyer's side, ask for the contract details before the offer, or add a condition to review them (OREA clause CHATT-1).
  • "If assumable" carries weight. If it turns out not to be, who pays the buy-out should be settled in the agreement.
Story · Illustrative scenario

The buyer assumed the hot water tank was an ordinary rental. A few days before closing, the provider said the contract could not be transferred and had to be bought out. Seller and buyer each pointed at the other, and both lawyers spent closing week on it. Asking for the contract before the offer would have put that cost into the price.

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Clause 7

HST: included in the price, or on top

What it says

If the sale is subject to HST, the blank states whether the tax is included in or in addition to the purchase price. If it is not subject to HST, the seller certifies that on or before closing. HST on chattels, if any, is not included in the price.

HST (Harmonized Sales Tax)subject to HST
Watch for
  • Most resale homes are not subject to HST, so "included in" is the usual choice; whether HST applies to a given sale is a question for the lawyer.
  • Homes rebuilt or substantially renovated for sale, by a renovator for instance, can be a different case. If there is any doubt, ask a lawyer before the offer and consider a lawyer-review condition.
  • "In addition to" moves the risk to the buyer. Do not accept it without your lawyer's view.
Story · Illustrative scenario

A buyer liked a house fully rebuilt by a small renovator, and the seller insisted on "in addition to". During a lawyer-review condition the buyer's lawyer explained what those words could mean, and the buyer walked away within the condition period rather than finding out after the deal was firm.

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Clause 8

Title search: the Requisition Date and the other searches

What it says

The buyer's lawyer can examine title, at the buyer's cost, up to the 6:00 p.m. deadline on the Requisition Date. The buyer also gets a window to check that no work orders or deficiency notices are outstanding, that the current use can lawfully carry on, and that the main building can be insured against fire. That window closes on whichever comes first: thirty days counted from the later of two events (the Requisition Date, or the day the conditions are satisfied or waived), or five days before closing. The seller consents to the municipality and other agencies releasing work order details to the buyer. One blank needs filling: the present use.

Requisition Datework orderdeficiency noticepresent use
Watch for
  • Set the Requisition Date with room to fix problems. OREA's guidance recommends no later than two weeks before closing; the earlier, the more room there is if something turns up.
  • Retain a lawyer before the Requisition Date. Retained after it, the lawyer often has to go back and negotiate a new date.
  • The present use describes how the property is actually used now, single family dwelling for example, not the zoning code and not the buyer's future plans. OREA's guidance is not to leave it blank, because the lawyer's zoning search works from this line.
  • Just before closing the lawyer runs a final title search for anything newly registered. It is worth confirming with your lawyer that this step is on the list.
Story · Illustrative scenario

An offer set the Requisition Date only days before closing, "to keep things simple". The search found an old mortgage that had been paid off but never discharged from title. The original lender had since merged, and getting the discharge took longer than the days left, so closing moved. A date further from closing would have absorbed the delay.

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Clause 9

Future use: no promise that your plans are allowed

What it says

Buyer and seller agree that, unless the agreement specifically provides otherwise, there is no representation or warranty that the buyer's intended future use of the property is or will be lawful.

future userepresentation or warranty
Watch for
  • Planning to rebuild, add a unit, sever, run a business or change the use? Check with the municipality, a planner or an engineer before the offer, not after closing.
  • If the plan decides whether you buy, make it a zoning or planning condition in Schedule A, with enough time to get answers.
  • "Lots of potential" in a listing is not a warranty.
Story · Illustrative scenario

A buyer bought a corner lot planning to build a garden suite in the backyard. After closing, the city said the lot did not meet the setback requirements. The listing had called it "full of potential". Clause 9 is the reason nobody had promised anything. The missing step was a planning check before the deal went firm.

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Clause 10

Title: what the buyer must accept, and what they can object to

What it says

The buyer should receive good title, clear of registered restrictions, charges, liens and encumbrances, but has to accept four exceptions: (a) covenants and restrictions registered on title that pass with the land, as long as they are being complied with; (b) registered municipal and utility agreements, if complied with or secured; (c) minor easements for domestic utility and telecom services; (d) easements for drainage, sewers, utility lines and similar services that do not significantly interfere with how the property is used. If, inside the Clause 8 time limits, the buyer makes a valid written objection (to title, a work order, the present use or fire insurance) that the seller cannot or will not resolve, title insurance is not arranged at the seller's cost for the buyer and lender, and the buyer will not waive it, the agreement ends, money paid comes back without interest or deduction, and the seller and both brokerages are not liable for costs or damages. Otherwise the buyer is deemed to accept the seller's title, except for objections going to the root of title.

titlerestrictive covenanteasementTitle Insuranceroot of the title
Watch for
  • Restrictive covenants, shared driveways and the listed kinds of utility easement cannot simply be removed; the buyer takes title subject to them. Older homes, waterfront properties and cottages are more likely to carry easements or neighbour arrangements worth asking about.
  • Be wary of added clauses that promise title "free and clear" of everything beyond Clause 10. Under Clause 26 an added clause overrides the printed one, and the result may not be what either side meant. Leave title wording to the lawyers.
  • Title insurance is not a substitute for a survey. An easement that blocks a pool or a garden suite may not be something the policy responds to in the way you would want. If the yard matters to you, ask for the survey (Clause 12).
  • Objections have deadlines: the buyer's lawyer must raise them in writing within the Clause 8 times.
Story · Illustrative scenario

A buyer planned a pool and found after closing that a drainage easement ran across the backyard. The title policy dealt with the easement itself, not with what the buyer had hoped to build on that strip. A look at the survey before the deal went firm would have shown it plainly on paper.

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Clause 11

Closing arrangements: the two lawyers complete the deal

What it says

Where both sides have lawyers and the deal closes by electronic registration, the exchange of funds and non-registrable documents does not happen at the same moment as registration of the transfer. The lawyer receiving them holds them in trust and releases them only under a document registration agreement between the lawyers, in the form recommended by the Law Society of Ontario.

electronic registrationRequisite Deliveriesdocument registration agreement
Watch for
  • This clause is lawyer machinery with nothing to fill in. Its practical meaning: closing is not a meeting; the two lawyers complete it through the system.
  • Buyers should get funds to their lawyer early. Until everything is in trust, the lawyer cannot release.
  • Arrange the key handover in advance. Keys are usually released through the listing brokerage or a lawyer once the lawyers confirm completion.
Story · Illustrative scenario

A buyer waited at the door with a moving truck first thing in the morning, expecting keys at the start of "closing day". Registration completed in the early evening. The keys were never the problem; the expectation was. Booking the move for the next morning would have spared the crew a day of waiting.

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Clause 12

Documents and discharge: the survey has to be asked for

What it says

The buyer cannot demand title documents, abstracts or surveys beyond what the seller has. If the buyer asks, the seller hands over any sketch or survey in its control as soon as possible and before the Requisition Date. Where a mortgage held by a bank, trust company, credit union or similar institution cannot be discharged in registrable form at closing, the buyer accepts a personal undertaking from the seller's lawyer to pay it out of the closing funds and register the discharge within a reasonable time, provided the seller supplies the lender's mortgage statement and, where the payout is not made through a real-time electronic clearing system, a direction to pay the lender.

dischargeCharge/Mortgagepersonal undertakingmortgage statement
Watch for
  • Ask for the survey. This clause only obliges the seller to hand over what they already have, and only on request. Put the request in the offer (OREA clause SURVEY-2).
  • My habit is to keep a survey condition in the offer and let the buyer decide whether to drop it if the seller has none. Before it goes, explain what proceeding without a survey means.
  • A "Charge" on title is a registered mortgage. Discharging an institutional mortgage after closing on a lawyer's undertaking is routine; other mortgages have to be dealt with by closing, and the lawyer will check.
Story · Illustrative scenario

The listing mentioned a survey, so the buyer assumed the seller "would provide it". The offer made no request, and when the copy finally appeared it was decades old and showed none of the later additions. By then the conditions had been waived. Asking for it in the offer, with a condition to review it, keeps the choice with the buyer.

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Clause 13

Inspection: a blank Form 100 means no inspection

What it says

By signing, the buyer confirms they could have looked the property over, and accepts that once the offer is accepted, the deal is a binding contract. The buyer also confirms they could have made an inspection report part of the deal, and agrees that no inspection will be done and no report obtained unless the agreement expressly says so.

inspectionproperty inspection report
Key point · The right to inspect comes only from what you add

The printed wording does not give the buyer a right to inspect; it records that the buyer chose not to. For the offer to depend on an inspection, an inspection condition with a deadline has to be added in Schedule A. It is an often-overlooked clause.

Watch for
  • Want an inspection? Add an inspection condition in Schedule A, OREA clause INSP-1 (general inspection by a home inspector) for example, with a deadline long enough to book an inspector. The alternative is to inspect before the offer goes in.
  • Offering without having seen the property? OREA suggests recording that in the offer (INSP-17), or making the offer conditional on the buyer's own visit (INSP-18).
  • If the buyer chooses no inspection condition, common in competition, put it in writing. OREA Form 127 has the buyer acknowledge the risk of leaving the condition out, and it can be used again when waiving an inspection condition that was never carried out.
  • If you have the condition, actually do the inspection. Using an untouched condition as an exit invites a dispute (see Clause 21).
Story · Illustrative scenario

To win in competition, a buyer dropped every condition, assuming the "standard contract" still allowed an inspection later. After the deal went firm the buyer asked for an inspection visit; the seller agreed to open the door and nothing more. What turned up in the attic was the buyer's to pay for. Clause 13 had said so, in print, from the start.

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Clause 14

Insurance: the risk stays with the seller until closing

What it says

Everything being bought stays at the seller's risk until completion. Until then the seller keeps the insurance policies, and any payout, for the benefit of both parties. If there is substantial damage, the buyer can either end the agreement and get back the money paid, without interest or deduction, or take the insurance proceeds and complete. No insurance transfers on completion. If the seller is taking back a mortgage or the buyer is assuming one, the buyer shows reasonable evidence of adequate insurance.

insurancesubstantial damagevendor take-back (Charge/Mortgage)
Watch for
  • The form refers to the seller's insurance "if any" and does not require the seller to carry it, so ask the listing side to confirm a policy is in force, especially for a vacant or estate home. Sellers: keep the policy in force until closing, even after moving out; a vacant home may need the insurer to be told.
  • Buyers: insurance does not transfer, so arrange your own policy starting on closing day; the lender will ask for it.
  • Older systems (an oil tank, old wiring), vacant homes and unusual properties can make insurance hard to get or expensive. OREA's INSUR-1 and INSUR-2 conditions protect the buyer.
  • If damage happens, the buyer's choice depends on how large it is and what the insurance will pay. Talk to your agent and lawyer quickly.
Story · Illustrative scenario

Between acceptance and closing, a storm brought a tree down on the roof. Clause 14 gave the buyer a choice, but no sense of how big the damage was. The seller's insurance adjuster's report, passed along through the lawyers, gave the buyer what they needed to decide. Knowing the clause existed made that phone call a calmer one.

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Clauses 15 to 29
Clause 15

Planning Act: subdivision control

What it says

The agreement gives the buyer an interest in the land only once the seller has met the Planning Act's rules on dividing land by closing day, and the seller promises to pursue any consent that is needed, diligently and at its own cost, before then.

Planning Actsubdivision control provisionsconsent
Watch for
  • For an ordinary city lot this rarely comes up. It matters when the land was carved out of a larger parcel, or when only part of a property is being sold.
  • Where a severance is involved, or the parcel's history is unclear, ask a lawyer early.
  • Under OREA's guidance on drafting conditions, an offer conditional on a severance consent is one where the condition has to be fulfilled; it cannot be waived.
Story · Illustrative scenario

A buyer agreed on a handshake to buy the back half of a neighbour's large lot. The lawyer's first step was to point both of them to the consent application, ahead of any talk about moving dates. With the order right, every later step made sense.

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Clause 16

Document preparation: who prepares, who pays

What it says

The seller prepares the transfer/deed, ready for registration and at its own cost, other than the Land Transfer Tax Affidavit; any mortgage the buyer gives back to the seller is at the buyer's cost. On the buyer's request, the deed delivered at closing also carries the Planning Act statements under section 50(22).

Transfer/DeedLand Transfer Tax Affidavitregistrable form
Watch for
  • The buyer signs the Land Transfer Tax Affidavit through their lawyer at closing. Land transfer tax is one of the buyer's closing costs and belongs in the budget from the start.
  • Questions about first-time buyer rebates go to your lawyer.
  • Nothing here needs filling in.
Story · Illustrative scenario

A first-time buyer met the lawyer a few days before closing and heard about land transfer tax for the first time. The money was there, but only just. Reading a list of closing costs at offer time would have spared the scramble.

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Clause 17

Residency: is the seller a non-resident for tax purposes

What it says

The seller promises that it is not, and at closing will not be, a non-resident for the purposes of the Income Tax Act; the warranty survives closing, and the seller delivers a statutory declaration. Where the seller does turn out to be a non-resident, the buyer is credited against the price with whatever amount the buyer needs to pay the tax authority on the seller's account, unless the seller delivers the prescribed certificate on completion.

non-residentIncome Tax Actstatutory declarationprescribed certificate
Watch for
  • On the buyer's side, if the seller lives elsewhere or the listing agent mentions it, ask early whether the seller is a non-resident for tax purposes (living elsewhere does not settle it) and how far along the clearance certificate paperwork is.
  • The application relies on the signed agreement, so on a short closing the timing can be tight; ask the lawyers early. How much the buyer's lawyer holds back, and for how long, until it arrives is handled between the lawyers under the law; ask yours.
  • Any other holdback, for unfinished repairs or cleaning say, has to be written into Schedule A with when it is held and when it is released; otherwise lawyers are generally reluctant to hold funds.
Story · Illustrative scenario

The buyer's agent noticed that every document the seller signed came back from overseas. One question to the listing agent confirmed the seller was a non-resident, and the buyer's lawyer knew before the deal went firm. The holdback was arranged without drama. Discovered in closing week, it would have been a different story.

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Clause 18

Adjustments: closing day belongs to the buyer

What it says

Rent, mortgage interest, property taxes (local improvement charges included), and utilities or fuel that are not metered are split to the completion date, with the completion day itself counted as the buyer's.

adjustmentsrealty taxeslocal improvement rates
Watch for
  • Property tax is the adjustment that most often surprises buyers: if the seller has prepaid, the buyer reimburses the part after closing on the statement of adjustments.
  • Whether taxes are actually paid up can be confirmed by a tax certificate the lawyer orders from the municipality, or by the seller's receipts. It is worth asking your lawyer whether that has been done.
  • On a tenanted property, rent and deposits adjust too.
  • Before closing your lawyer sends a statement of adjustments; read every line before you sign.
Story · Illustrative scenario

A buyer was startled by a line on the statement of adjustments repaying the seller for property tax paid in advance. The line was correct; nobody had explained it at offer time. One sentence then would have saved an anxious call before closing.

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Clause 19

Property assessment: tax changes from reassessment

What it says

The parties acknowledge that Ontario uses current value assessment and that properties may be reassessed, and agree not to make claims against each other, or against any brokerage, broker or salesperson, for property tax changes caused by a reassessment, except for taxes that accrued before completion.

current value assessmentre-assessed
Watch for
  • Assessment and tax changes after closing are the buyer's. Budget from the current tax bill and ask whether anything has changed recently.
  • Look at the assessment notice and the tax bill before the offer. A gap between assessed value and price is not the same thing as a tax change.
  • There is nothing to negotiate here; just know it is there.
Story · Illustrative scenario

Some time after closing, a buyer asked whether anyone could be held responsible for a rise in property tax. The answer was in Clause 19, which the buyer had agreed to on signing. Walking through the tax bill at offer time keeps that question from surfacing only after closing.

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Clause 20

Time limits: time is of the essence

What it says

Time is of the essence in every respect. Any deadline in the agreement can be extended or shortened only by a written agreement signed by buyer and seller, or by their lawyers where specifically authorized.

time of the essenceextended or abridged
Watch for
  • Deadlines are hard. A signature after the open-until time does not simply become a contract; the safe course is to finish each round inside its time, and to start a fresh signing round once it has passed.
  • To extend a condition deadline, both sides sign an amendment (Form 120) before the deadline passes. Clause 20 provides for extensions in writing, signed by both sides; do not rely on a verbal "take another day".
  • If the first page has been changed so often it no longer fits, redraft a clean copy on the same terms, attaching the original where useful so the history stays on paper.
Story · Illustrative scenario

On the deadline day the buyer's mortgage approval was running late. That afternoon the buyer's agent prepared an amendment extending the date as a fallback, and both sides signed it before the deadline. Clause 20 provides for extensions in writing signed by both sides; a verbal "no problem, take your time" would not have been something to rely on.

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Clause 21

Tender: both sides show up ready to close

What it says

Documents or money may be tendered on the seller, the buyer or their lawyers on the completion date. Money has to come from a lawyer's trust account, by bank draft, certified cheque or wire through the Lynx high-value payment system.

tenderlawyer's trust accountwire transfer (Lynx)
Watch for
  • Tender means each side shows, on closing day, that it is ready to close: funds from the buyer, the deed and keys from the seller.
  • The buyer's money goes through the lawyer's trust account, not as a personal cheque to the seller.
  • When one side cannot close, the lawyers' tender steps become important. That is lawyer territory.
  • If there is a condition, do the work it calls for, the lender's appraisal or the inspection, before relying on it. Using a condition that was never acted on as a way out invites a dispute.
Story · Illustrative scenario

A buyer had a financing condition but never sent the lender the documents it asked for, then asked the seller to sign a release, citing financing. The seller's side asked what had been done to satisfy the condition. There was little to show, and what should have been a simple release became a negotiation.

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Clause 22

Family Law Act: spousal consent

What it says

The seller promises that the sale does not need spousal consent under the Family Law Act, unless the seller's spouse has signed the spousal consent provided further on in the form.

Family Law Actspousal consentwarrants
Watch for
  • A home in one spouse's name can still be the matrimonial home, and then the other spouse's consent is needed.
  • This is the seller's warranty, and the listing agent confirms at listing time whether a spouse needs to sign. The buyer's agent does not verify it, but can ask where something looks off and leave it to the lawyers.
  • Who counts as a spouse, and whether a home is a matrimonial home, are legal questions for a lawyer.
Story · Illustrative scenario

At the first meeting, the listing agent asked the seller whether the house had ever been a home shared with a spouse. It had, so the spouse signed the consent at acceptance and the buyer's lawyer had nothing to query. Asked only after acceptance, the same question is where trouble starts.

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Clause 23

UFFI: urea formaldehyde foam insulation

What it says

The seller represents and warrants that it has not insulated any building on the property with urea formaldehyde insulation during its ownership, and that to its knowledge no building contains or has ever contained it. The warranty survives closing, and in a multi-unit building it applies only to the part being sold.

UFFI (Urea Formaldehyde Foam Insulation)represents and warrants
Watch for
  • It mainly concerns older homes. For an older house, ask the seller what they know and include it in the inspection scope.
  • If the seller knows of UFFI, the printed warranty does not fit; OREA has dedicated UFFI clauses, starting at UFFI-1, to replace it.
  • On the listing side, do not let this warranty go out by default on an older house; ask before listing.
Story · Illustrative scenario

The seller of an older house had bought it only a few years earlier and did not know whether earlier owners had ever used UFFI. The printed warranty already limits past insulation to what the seller knows, but the listing agent said so plainly before listing and suggested buyers include the wall insulation in their inspection; parties wanting it spelled out can use OREA clause UFFI-2 (Seller has No Knowledge of UFFI). Buyers knew what to look for.

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Clause 24

Legal, accounting and environmental advice: agents explain process

What it says

The parties accept that nothing the brokerage tells them counts as legal, tax or environmental advice.

Brokerageenvironmental advice
Watch for
  • Agents explain process, timing and negotiation; legal, tax and environmental questions belong with lawyers, accountants and environmental professionals.
  • An environmental example: a residential lot backing onto conservation land may have a large part that cannot be built on. Ask the planning department or the conservation authority.
  • Lawyers' experience varies. On an unusual property question, a second opinion from an experienced lawyer can be worth it.
  • If you need time for professional advice, add a lawyer's approval condition in Schedule A (OREA clause LAW-1).
Story · Illustrative scenario

A buyer loved a lot backing onto woods, and the agent flagged that the woods might fall under a conservation area. During the condition period the buyer checked with the conservation authority and learned part of the backyard could not be built on. The buyer still bought, with the price and the plans set on the real facts.

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Clause 25

Consumer reports: credit and personal information

What it says

This clause tells the buyer that a consumer report, with credit or personal information in it, may be consulted for this transaction.

consumer report
Watch for
  • It matters mainly where the seller is providing financing (a vendor take-back) or the buyer is assuming a mortgage, because then someone has to assess the buyer.
  • Sellers thinking of offering financing should weigh it carefully: if the buyer defaults, the cost and the process of dealing with it fall on the seller.
  • In an ordinary sale it usually never comes up.
Story · Illustrative scenario

A seller wanted to draw more offers by lending the buyer part of the price. After talking through with a lawyer what a default would involve, he chose an ordinary sale instead. The consumer report clause points to the other side of exactly that kind of arrangement.

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Clause 26

Agreement in writing: what is not written does not count

What it says

Where an added provision, schedules included, conflicts with the pre-printed wording, the added provision prevails. The agreement and its schedules are the whole of the deal between buyer and seller; no other promise, warranty, side agreement or condition affects it unless it is written in. Seller means vendor, buyer means purchaser, and gender and number adjust to the context.

Entire agreementAdded provisionvendor / purchaser
Watch for
  • Verbal promises do not count. If the seller says the deck will be repaired, it goes into Schedule A.
  • Because an added clause overrides a conflicting printed one, do not repeat a printed clause in weaker words; you may replace the stronger original.
  • Any side arrangement that affects the deal belongs in the agreement. Under TRESA, brokerages also have disclosure duties around such arrangements; ask your agent whether anything sits outside the paper.
Story · Illustrative scenario

At a showing the seller said, in passing, "we'll leave you the patio furniture". The offer never mentioned it. On closing day the furniture was gone. Nobody lied; the sentence simply never made it into the agreement. That is how Clause 26 works.

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Clause 27

Electronic signatures: consent to sign electronically

What it says

The parties consent to electronic signatures, under Ontario's Electronic Commerce Act, 2000, for this agreement and other documents in the transaction.

electronic signaturesElectronic Commerce Act, 2000
Watch for
  • Each signer uses their own email and signing link. Do not sign for a spouse or a relative.
  • E-signing does not change the witnessing rule: under OREA's signing guidance, only someone present at the signing can witness it.
  • Check the completed package: every signature and initial present before treating the round as done.
Story · Illustrative scenario

A couple shared one email address, and the husband tapped through both signatures on his phone. The listing side noticed both came from one device within a minute of each other and asked for a re-sign. The delay was short, but on a competing-offer night, time was the scarcest thing there was.

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Clause 28

Time and date: the property's local time

What it says

Every time and date in the agreement is read as local time at the property's location.

time and date
Watch for
  • Buyers and sellers abroad: deadlines run on Ontario time, not on the time where you are.
  • Put the time zone into your calendar reminders.
  • When signing across time zones, the agent should convert the deadline into the signer's local time in advance.
Story · Illustrative scenario

A buyer abroad set the condition-deadline reminder in local time, and the Ontario deadline arrived hours earlier than he thought. Fortunately the agent called ahead. Clause 28 is a single sentence, but it governs every hour in the agreement.

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Clause 29

Successors and assigns: the agreement outlives the signer

What it says

Those who inherit from a signer, run a signer's estate, or take over a signer's position are bound by the agreement too.

successors and assignsheirs, executors
Watch for
  • If a party dies before closing, the estate carries the agreement on, and the process moves to the estate trustee and the lawyers.
  • Whether the agreement can be assigned is a legal question. If it matters to you, deal with it in Schedule A: OREA clause ASSIGN-1 gives the buyer a right to assign, and ASSIGN-2 requires the seller's written consent. Ask a lawyer.
  • Specific estate questions go to the lawyer.
Story · Illustrative scenario

A seller died after the deal went firm but before closing. The family assumed the sale would simply fall away; the buyer worried it would never close. Both lawyers carried it forward under the agreement and the estate process, and closing was only delayed. Clause 29 is what keeps the agreement from disappearing with the person who signed it.

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Signing area and schedule
Buyer signature

Buyer signature: signed, sealed, dated

What it says

Each buyer signs here under seal and dates the signature, with a witness line beside it. The buyer's signature is what turns the document into the buyer's offer.

Under sealWitness
Watch for
  • Without the buyer's signature the document is only a draft. Of everything on the form, this line matters most.
  • Every buyer named on the first page signs here and dates it. For a corporate buyer, an officer with signing authority signs and either applies the corporate seal or states the authority to bind, per OREA's signing guidance.
  • Witnessing: only someone actually present at the signing may witness it; OREA warns that improper witnessing can lead to discipline. In remote e-signing, with nobody present, the witness line normally stays blank.
  • Signing under a power of attorney: the attorney signs their own name and notes the capacity, after confirming with the lawyer.
Story · Illustrative scenario

A couple were buying together; on the night of the offer the wife was out of town, and the husband said he would sign now and she would add hers later. The offer went out with one signature. The listing side replied that two buyers were named and only one had signed, so the offer was incomplete. The wife signed on her phone from a train, just ahead of the competing offers.

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Seller acceptance and commission direction

Seller acceptance and commission direction

What it says

Here the seller signs to accept the offer and, in the same signature, irrevocably instructs their lawyer to pay the brokerage(s) the unpaid balance of the commission the seller has agreed, plus HST, out of the sale proceeds before anything goes to the seller. The signing works like the buyer's: signature, seal, date and witness line.

irrevocably instructproceeds of the sale
Watch for
  • Every seller on title signs here.
  • This line only routes payment of what the seller has already agreed with the brokerage; the amount is set elsewhere, and there is no figure on this form.
  • Before signing, check that every change on every page has been initialled.
  • In an estate or power-of-attorney sale, note the signer's capacity beside the signature.
Story · Illustrative scenario

A seller changed the completion date in a sign-back, forgot to initial that change and signed here. The buyer's agent spotted it and asked for the initial, without which the new date was unclear on paper. Before signing, page from the first sheet to the last and check every change has initials beside it.

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Spousal consent

Spousal consent: signed only when required

What it says

A seller's spouse who is not on title signs here to consent to the sale and to sign whatever else is needed to complete it. It pairs with the seller's warranty in Clause 22.

Spousal Consentnon-owner spouse
Watch for
  • It is needed only where the home is a matrimonial home and only one spouse is on title.
  • OREA's signing guidance lists both as errors: signed when not required, and left blank when required.
  • Whether it is needed is for the listing agent to confirm at listing; where unsure, ask the lawyer.
Story · Illustrative scenario

A seller was the only owner on title, and the listing agent confirmed at listing that it was the couple's matrimonial home. On the night of acceptance the spouse signed here. When the buyer's lawyer reviewed the file, this page raised no questions.

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Confirmation of acceptance

Confirmation of acceptance: where the clocks start

What it says

Once all changes, typed and handwritten, have been finally accepted by every party, the last person to sign records the time and date of acceptance here and signs.

Confirmation of Acceptance
Watch for
  • It sets the starting point: the 24 hours for an Upon Acceptance deposit, and any condition worded as so many days after acceptance, run from here.
  • Per OREA's signing guidance, citing the Legislation Act, when days run "after acceptance" the day of acceptance is not counted, and "business days" exclude Saturdays, Sundays and statutory holidays.
  • It is signed only after final acceptance, and by one person only, even where there are several buyers or sellers.
  • Fill in the time. Left blank, the start of every later deadline becomes something to argue about.
Story · Illustrative scenario

An offer was accepted late at night and nobody filled in the confirmation of acceptance. The condition ran a number of business days after acceptance. The day before it expired, the two agents disagreed on which day was the deadline, and the lawyers had to settle it. A few seconds writing the time on that line would have prevented the argument.

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Information on brokerages

Information on brokerages

What it says

Names and phone numbers of the listing brokerage and the co-operating (buyer's) brokerage, with the name of each side's salesperson or broker.

Listing BrokerageCo-op/Buyer Brokerage
Watch for
  • Use the brokerage's legal name as registered with RECO, not a team name or a personal brand.
  • It should match what appears on Form 320, the Confirmation of Co-operation and Representation.
  • Clause 3 notices travel through these brokerages, so an error here can cast doubt on delivery.
Story · Illustrative scenario

An agent wrote their team name on this line rather than the brokerage's registered name. Cross-checking against Form 320, a lawyer noticed the mismatch and called to confirm. Not a big problem, but in closing week nobody wants that extra call.

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Acknowledgement

Acknowledgement: your copy, and a copy to your lawyer

What it says

Buyer and seller each acknowledge receiving their signed copy of the accepted agreement and authorize the brokerage to send a copy to their lawyer. The block also carries each side's address for service and phone, and their lawyer's name, address, email and phone.

AcknowledgementAddress for Service
Watch for
  • Sign only after acceptance. Per OREA's signing guidance, asking a party to sign this before acceptance does not comply with TRESA; section 13.3 of O. Reg. 567/05 requires the registrant to use best efforts so that all parties receive a copy as soon as possible after the agreement is entered into.
  • Fill in the address for service at the first signing. Where no email or fax is given in Clause 3, notices go here.
  • Add the lawyer's details as soon as they are known.
  • Keep a complete copy with every schedule. It protects you, and it tells you exactly what you signed.
Story · Illustrative scenario

A buyer celebrating an accepted offer never asked for a copy. As the inspection deadline approached, he wanted to check the date and found he had only a screenshot, without the schedules. The agent resent the full copy. The acknowledgement line exists so that this does not happen.

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Commission trust agreement

Commission trust agreement: between the brokerages

What it says

This block is marked for office use only. The listing brokerage declares that money received or receivable in connection with the transaction under its real estate board's MLS rules is held in trust for the co-operating brokerage, governed by the MLS rules on commission trust. It is dated as of acceptance and signed by people authorized to bind each brokerage.

Commission Trust AgreementCo-operating Brokerage
Watch for
  • Buyers and sellers do not sign this block; it is an arrangement between the two brokerages.
  • There is no commission figure on the form.
  • Brokerage representatives sign it as the package is assembled, and it is filed with the rest.
Story · Illustrative scenario

A first-time seller saw this block and thought there was a second commission agreement to sign, worried about paying more. The listing agent explained it was a trust arrangement between the two brokerages, which the seller does not sign and which leaves the seller's own agreement unchanged. Once the block made sense, the worry went away.

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Schedule A

Schedule A: where this deal's own terms live

What it says

Schedule A first identifies the agreement it belongs to: buyer, seller, property and agreement date. Then comes the line on how the buyer pays the balance, and the blank space below carries every added condition and term for this deal. The form notes that the schedule must be initialled by all parties.

Schedulebalanceinitialled
Watch for
  • Typical freehold content: a financing condition (OREA's MORT group), an inspection condition (INSP-1), a lawyer's review (LAW-1), a survey (SURVEY-2), insurance (INSUR-1), a sale-of-buyer's-property condition, deposit by electronic transfer (DEP/PAY-10), chattels in working order (CHATT-2).
  • Every condition should answer who does it, who pays, what is to be done, by when, what happens if it is not done, and whether it can be waived. At the deadline, Form 124 gives notice of fulfillment and Form 123 waives.
  • Tenants: with nothing written, vacant possession is the default. If the buyer wants it vacant, write in the seller's notices to the tenant (OREA clause VAC-1); if the buyer will take over the tenancy, write that too.
  • Under Clause 26 an added term overrides the printed one, so do not repeat a printed clause in weaker words. A legal description that does not fit on the first page can go at the top of Schedule A.
  • Start from OREA's standard clause wording; where an unusual situation calls for custom drafting, have a lawyer look at it.
Story · Illustrative scenario

In one offer's Schedule A, the buyer's agent drafted an inspection condition from scratch and left out what happens if it is not satisfied. The inspection found problems, the buyer wanted out, and the seller's side argued the condition was incomplete. Adapting OREA's standard clause, with every component in place, would have kept that argument from ever starting.

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Part three · Before you sign

Forty-four cards, folded into ten questions.

Before an offer goes out, and before you sign anything back, run through these ten. If any one has no answer yet, hold the pen.

01 · NamesDo the buyer names match ID, and the seller names match title? If names may change before closing, is that in a schedule? (Buyer, Seller)
02 · PropertyDoes "fronting on" give the side of the street? Is the legal description complete, easements included? (Real property)
03 · MoneyDo figures and words agree for price and deposit? Can the deposit move within 24 hours, and who holds it? (Price, Deposit)
04 · TimeIs the open-until time new for this round? Does the closing date avoid weekends and holidays? (Clause 1, Clause 2)
05 · ItemsIs everything you expect to stay listed as included, everything leaving listed as excluded, and have you seen the rental contracts? (Clause 4, Clause 5, Clause 6)
06 · InspectionIs there an inspection condition in Schedule A? If not, was that a deliberate choice, and is it acknowledged in writing? (Clause 13)
07 · ConditionsDoes each condition say who acts, by when and what happens if it fails, and is the time long enough? (Schedule A, Clause 20)
08 · TitleDoes the Requisition Date give your lawyer enough room? Is the present use filled in, and has the survey been asked for? (Clause 8, Clause 12)
09 · Verbal promisesFor every promise made out loud, can you find the matching line in Schedule A? (Clause 26)
10 · Signatures and copyHas everyone signed, every change been initialled and the acceptance time been recorded, and do you hold a complete copy with every schedule? (Confirmation, Acknowledgement)
FAQ

What buyers and sellers ask most about the APS.

Does the Ontario Agreement of Purchase and Sale include a home inspection?

No. In pre-printed Clause 13 of Form 100, the buyer confirms they could have inspected and could have made an inspection report a condition, and agrees that no inspection will be done unless the agreement expressly provides for one. For the offer to depend on an inspection, add an inspection condition with a deadline in Schedule A, or inspect before the offer goes in. If you choose to go without the condition, OREA Form 127 records in writing that you understand the risk. How to arrange an inspection and what it covers: Home inspection guide.

When is the deposit due, and who holds it?

It depends on the option chosen in the deposit block: Herewith means with the offer; Upon Acceptance means it reaches the deposit holder no later than 24 hours after acceptance; or "as otherwise described", with the timing set out in a schedule. The holder is usually the listing brokerage, which keeps the deposit in its trust account until it is credited to the price on closing; under OREA's deposit guidance a brokerage deposits it in trust within five business days of receipt. Unless the agreement says otherwise, the trust account pays no interest.

Can I back out after my offer is accepted?

In process terms there are two situations. While conditions remain, the conditions are the mechanism: under OREA's standard condition wording, if a condition is neither fulfilled nor waived by its deadline, the offer becomes null and void and the deposit is to be returned, though releasing it from trust normally still needs a signed Mutual Release and direction (Form 122). Some conditions work the other way (a condition subsequent): the deal is binding unless it is terminated in time. Once the deal is firm, with no conditions left, any change needs both parties' written agreement (Form 120), and ending the deal by agreement uses a Form 122 mutual release. What follows if one side simply does not perform is a legal question; ask your lawyer before doing anything.

What is the difference between OREA Form 100 and Form 101?

Form 100 is for freehold property: detached, semi-detached and freehold townhouses. Form 101 is for condominium resales and adds clauses on common expenses, parking and lockers, the status certificate and condominium management, condominium meetings, and Clause 17, Approval of the Agreement. The overall structure is similar, but the two are not interchangeable. For the condo form clause by clause, see the Form 101 walkthrough.

What happens if the house is damaged before closing?

Under Clause 14 the property stays at the seller's risk until closing, and any insurance the seller has stays in place until then. The form does not require the seller to carry insurance, so ask the listing side to confirm a policy is in force, especially for a vacant or estate home. If there is substantial damage, the buyer can either end the agreement and get back the money paid, or take the insurance proceeds and complete. Which makes sense depends on the extent of the damage and the insurance, so talk to your agent and lawyer quickly. Insurance does not transfer, so the buyer arranges a new policy starting on closing day.

The form is in English. Can I sign a Chinese version?

The agreement you sign is the English OREA form. Chinese explanations, including this page, are a comprehension aid and are not part of the agreement; the Chinese glosses beside terms here are reference translations only. The right approach is to have the agent explain each clause in Chinese and then sign the English form. For terms, see the Ontario Real Estate Glossary.

Further reading

What sits on either side of this agreement.

FORM 101

Condo Agreement of Purchase and Sale

The condo resale version: common expenses, parking, the status certificate.
FORM 300

Buyer Representation Agreement

The contract between buyer and brokerage that comes before any offer.
FORM 200

Listing Agreement

The seller's side: the agreement signed with the brokerage before listing.
INSPECTION

Home inspection

What follows Clause 13: booking, scope, and reading the report.
TITLE INSURANCE

Title insurance

What it covers and what it does not, and how it relates to Clause 10 and the survey.
CLOSING COSTS

Closing costs

Land transfer tax, legal fees and adjustments: the background to Clauses 16 and 18.
CHECKLIST

Home buying checklist

Every task from pre-approval to keys.
GLOSSARY

Ontario real estate glossary

The contract's terms, looked up in plain language.

Holding an offer someone wants signed?
Bring it. We read it together.

A 60-minute strategy session: price, deposit and dates on the first page, then every condition in Schedule A, line by line, before you decide how to sign or what to change. Whichever home it is.

* Sources: Ontario Real Estate Association, Form 100 "Agreement of Purchase and Sale" (Revised May 2026); OREA Standard Forms index (2026); OREA Residential and Commercial Clauses; OREA's published forms guidance on deposits, notices, the title search and title clauses, inspection and insurance, drafting conditions, and obtaining signatures.

* OREA standard forms are the copyright of the Ontario Real Estate Association. This page explains each block and clause in its own words with clause numbers; it does not reproduce the form text or OREA's explanatory material. Chinese glosses beside terms are reference translations, not official text; the English form governs.

* This page is a broker's process commentary and does not constitute legal, tax or accounting advice. How any clause binds you depends on the agreement you actually sign and on review by a licensed lawyer. The stories on this page are illustrative scenarios and do not describe any real client or transaction.

* This page deliberately prints no prices, deposit amounts or commission figures. They are negotiated between the parties and are not set by OREA, RECO or any real estate board.

© 2026 AZ Real Estate Inc. · Arthur Zhao · Bay Street Group Inc., Brokerage

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