In the world of real estate, what’s not written in your Agreement of Purchase and Sale (APS) can cost you. Whether you’re buying a home in Toronto, an investment property in Vaughan, or a commercial unit in Mississauga, vague or poorly defined conditions or amendments can lead to disputes, delays, or lost deposits.

It is unbelievable the number of Agreements of Purchase and Sale that come to me months after they had been signed and have gone firm with poorly drafted conditions or amendments leaving the purchaser or seller no recourse if the conditions are not satisfied.

Remember – unless something goes to root of title (with very few exceptions which are beyond the scope of this blog), you must close.

Let’s look at how this plays out in the real world — and why being specific in your APS is critical.
________________________________________

Case #1: “Subject to Financing” – But What Kind?

The Situation:
A buyer submitted an offer “conditional on financing” but didn’t specify the amount or type of financing required. The seller accepted.

The Problem:
The buyer later backed out, claiming they couldn’t get a mortgage. The seller sued, arguing the buyer didn’t try hard enough.

Lesson:
Be specific: “This offer is conditional upon the Buyer obtaining mortgage financing of at least $800,000 at a rate no greater than 5.5% per annum, amortized over 25 years, on or before [Date].”

This protects both parties and provides clarity if something goes sideways.
________________________________________

Case #2: “Seller to Replace Bathroom Sink” – But What Happens If They Don’t?

The Situation:
Purchaser notices a crack in the bathroom sink and seller agrees to replace it.

The Problem:
The contract is silent on the recourse and seller does not replace it.

Lesson:
List what happens in the event that it is not fixed – “Seller agrees to give a $500 credit or abatement on the statement of adjustments on closing if the bathroom sink is not fixed”.
________________________________________

Case #3: Appliances and Fixtures – Missing on Closing Day

The Situation:
A buyer believed the stainless steel appliances were included. The seller thought otherwise — and took them all.

The Problem:
The APS just said “appliances included,” with no detail on make, model, or whether they would be replaced.

Lesson:
Always list specifics: “Inclusion of: Samsung stainless steel fridge (Model #XYZ), Whirlpool front-load washer/dryer, GE stove, and built-in Panasonic microwave.”
________________________________________

The Big Picture: Clarity Prevents Conflict

An APS is a legally binding contract, not a handshake or a casual agreement. Every word matters — especially when it comes to conditions, inclusions, deadlines, and remedies. Make sure your agreement is AS SPECIFIC AS POSSIBLE!

Always remember – Unless something goes to the ROOT OF TITLE, you cannot back out of your deal and you will be forced to close leaving a lengthy and expensive court process afterwards.

At Capulli Law LLP, we review, draft, and negotiate Agreements of Purchase and Sale to ensure you’re protected — whether you’re buying your first condo in Toronto or selling a multi-unit investment property in Vaughan.