Prepared July 2026 · Revised September 2026
What Is an Agreement of Purchase and Sale in Ontario?
Key takeaways
The APS is the contract that makes a home sale official — it generally binds buyers and sellers alike.
It typically becomes binding once acceptance occurs and is communicated or delivered in the way the offer requires. The agreement’s own notice, delivery and electronic-signature provisions control.
It sets the price, deposit, closing date, inclusions and exclusions, conditions, and key deadlines.
Having your own lawyer review it before you sign is a smart move. Conditions may let you end the deal, but what they allow — and whether your deposit comes back — depends on how they are worded.
What is an Agreement of Purchase and Sale?
An Agreement of Purchase and Sale (APS) is the legally binding contract to buy or sell a home. “Legally binding” means that once an offer has been accepted and that acceptance has been communicated or delivered as the offer requires, it can generally be enforced — you can’t simply change your mind and walk away without consequences.
In practice, the APS is the document that turns an offer into a real deal. A buyer makes an offer on the property using this agreement. That offer usually stays open only until its irrevocable (expiry) date. If the other side responds with different terms, that counteroffer normally rejects the original offer and creates a new offer in its place, which the first party can then accept or reject. An offer typically becomes a binding agreement when acceptance occurs and is communicated or delivered in the manner the offer calls for. The agreement’s own notice, delivery and electronic-signature provisions govern how that is done, so those clauses are the ones to read.
Who prepares the APS can vary. A real estate agent commonly prepares an offer for a client they represent, but the agreement may instead be drafted by a lawyer or come from a builder or a private (for-sale-by-owner) sale — subject to how the particular deal is set up.
Think of it as the rulebook for the whole transaction. Everything that happens between the accepted offer and closing day — the day ownership legally changes hands — flows from what this contract says.
Does it apply to buyers, sellers, or both?
Both. The APS is a two-sided contract, so it generally binds the buyer and the seller equally.
That’s an important point people often miss. It’s easy to assume the agreement mainly protects one party, but once an offer is accepted and that acceptance is communicated or delivered as required, each side has committed to their part of the deal:
The buyer agrees to pay the agreed price and complete the purchase on the closing date.
The seller agrees to hand over the property, on the agreed terms, on that same date.
Because it cuts both ways, the details inside it matter to everyone at the table. Whether you’re buying your first home or selling one you’ve owned for years, the APS is the single document that defines your obligations and your protections.
What terms does the APS set out?
The APS spells out the core details of the deal so there’s no confusion later. The main terms it covers are:
TermWhat it meansPriceThe agreed purchase price for the property.DepositThe money the buyer puts down to show they’re serious. Depending on the agreement, it may be due on acceptance or within a set number of hours or days after acceptance — not necessarily with the offer itself. It’s generally applied toward the price at closing — subject to the exact wording of the agreement.Closing dateThe day ownership legally transfers from the seller to the buyer.Inclusions and exclusionsWhat stays with the home and what doesn’t — appliances, light fixtures, and similar items.ConditionsRequirements that generally need to be met for the deal to go ahead, such as financing, a home inspection, or a status certificate for condos.Requisition dateThe deadline for your lawyer to raise specified objections to the property’s title (and, where the agreement provides, certain off-title matters) — subject to the exact wording of the agreement.Irrevocable dateThe deadline for the other side to accept the offer before it expires.
Getting these right matters. For example, listing inclusions and exclusions clearly avoids arguments over whether the fridge or the dining-room chandelier stays. And the closing date sets the timeline everyone — buyers, sellers, and their lawyers — has to work toward.
What are conditions, and why do they matter?
A condition is a requirement written into the APS that generally must be satisfied, waived or fulfilled for the deal to become firm. What happens if it is not satisfied depends on how the clause is drafted: some conditions end the agreement automatically, some require written notice, and some are for one party’s sole benefit so only that party can waive them.
Conditions are one of the most important features of the agreement because they can act as a safety net. They let you commit to a purchase while still confirming the important details. Common examples include:
Financing — confirming your lender will actually give you the mortgage you need.
Home inspection — checking the property’s condition before you’re locked in.
Status certificate — for condos, reviewing the condominium corporation’s financial and legal health.
Here’s the key idea: a condition may let you step back if something isn’t right, but it does not create an unrestricted right to walk away and automatically get your deposit back. Three separate questions are involved, and they can have different answers. First, does the clause give you a contractual right to end the agreement? That turns on its deadline, the standard of satisfaction it sets, any good-faith obligation, and the notice or waiver mechanics. Second, who is beneficially entitled to the deposit? That is decided by the agreement and the general law, not by the termination alone. Third, what authorises the deposit holder to release the money? A brokerage or lawyer holding a deposit in trust generally needs a mutual release signed by both sides, or a court order, or another release mechanism the agreement provides. So a returned deposit is rarely immediate and is never automatic. Without an applicable condition, you are generally committed regardless of what you later discover.
What are the requisition date and the irrevocable date?
These are two deadlines the APS sets, and they’re easy to mix up. Both are dates, but they do very different jobs.
The requisition date is the deadline set by the agreement for your lawyer to raise objections to title and, where the agreement provides, to certain off-title matters such as work orders, outstanding permits or zoning compliance. Before this date, your lawyer searches title and makes off-title enquiries. What the deadline actually covers, and which objections survive it, is set by the wording of your agreement. Some fundamental objections — for example, that the seller cannot convey the title the agreement requires — may not be cut off by the date at all. Your lawyer will tell you which category yours falls into. Where the agreement is silent, section 4 of Ontario’s Vendors and Purchasers Act supplies a default 30-day period, but almost every standard-form agreement sets its own.
The irrevocable date is the deadline for the other side to accept the offer. “Irrevocable” means the offer is expressed to stay open until that time. It is worth knowing why that works. At common law a bare promise to hold an offer open is not by itself binding without something given in return. Standard-form agreements deal with this by being executed under seal, which is what makes the irrevocable period enforceable. So whether an offer can in fact be withdrawn before the deadline turns on how the particular offer is drawn and executed. If the offer is not accepted by then it usually expires and the buyer is free again.
In short: the irrevocable date governs accepting the offer at the start, and the requisition date governs raising specified title (and certain off-title) objections once the deal is underway.
Should a lawyer review it before I sign?
Yes — having a lawyer review the APS before you sign is a wise move. This is a legally binding contract, and once an offer is accepted and that acceptance is communicated or delivered as required, you’re generally committed to its terms.
A licensed real estate lawyer can read the agreement in the context of your situation, flag anything unusual, and make sure the conditions that protect you are actually there and properly worded. Because what a condition allows depends on how it’s drafted, getting the wording right before you sign is far easier than trying to fix a problem afterward.
If you’re buying or selling, use your own licensed real estate lawyer to look over the agreement. It’s a small step that protects one of the biggest financial decisions you’ll make.