🏠 Property & Seller
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✅ Verify
  • Names, Address, Postal Code are correct?
  • Are the sellers non-residents? (tax implications)
  • Are the Lot size (include Irreg.) correct?
  • Are Front On, Street Name correct?
📋 Offer Information
✅ Verify
  • Co-op commission is correct
  • Can deposit amount be increased?
  • Change "negotiable cheque" → certified cheque
⏰ Irrevocable & Closing
✅ Verify
  • Closing date and title search date are correct?
  • Can the closing date move forward / backward?
  • Is Accepted Date/Time within the Irrevocable Date/Time Window?
  • Are the Irrevocable Party different from Accept Party?
  • Is Closing Date / Title Search Date on a Holiday?
📦 Inclusions & Exclusions
✅ Verify
  • Inclusions / exclusions are clear?
  • Check for rental items — are they assumable?
  • Is anything listed in "as is" condition?
📝 Conditions
#ConditionDaysDate
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✅ Negotiate
  • Can buyer provide pre-approval letter?
  • Can condition(s) be removed?
  • Can condition period be reduced?
  • Change "survive and not merge" → survive 2 days (or 7 days) and not merge, applies only to property's state at closing
  • Inspection clause → pertains to major deficiency (costs over $5,000 / $15,000)
  • If sale of buyer's home contingency → add kick-out clause
Kick-Out Clause Key Elements:
• Time frame: how many hours buyer has to respond (24 / 48 / 72 hrs)
• Proof of funds: whether buyer must prove they can afford without their sale
• Seller continues to market and accept backup offers
• Buyer's deposit returned if kicked out
• Consider requiring buyer to also waive financing contingency if they waive home sale
📄 Clauses
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📋 Reference Clauses — Schedule A1
A1-1:1 Deposit Delivery (Certified Cheque/Bank Draft)
The Buyer hereby acknowledges and agrees to deliver the Deposit as mentioned in this Agreement of Purchase and Sale by Bank Draft or Certified cheque to the Deposit Holder within 24 hours of the acceptance of this Agreement.
A1-1:2 Deposit Timeline & Default Remedy
Buyer agrees to deliver the above-mentioned Deposit to the Listing Brokerage's office within 24 hours of the time stated in the "Confirmation of Acceptance" section of this Agreement of Purchase and Sale. TIME IS OF THE ESSENCE with respect to this obligation. In the event that the Listing Brokerage does not receive the said Deposit within this period, the Seller may, at their sole and absolute discretion, declare this Agreement terminated due to Buyer's default. Upon such termination, the Seller shall be at liberty to immediately re-list the property for sale and to accept another offer, and the Seller reserves all rights to pursue any and all legal remedies against the Buyer, including, but not limited to, a claim for damages.
A1-1:3 No Warranty on Chattels
The Seller(s) and Buyer acknowledge and agree that there is no express or implied warranty on the condition of the chattels which are included in this Agreement of Purchase and Sale.
A1-1+2:4 Seller's Right to Adjust Completion Date
All parties acknowledge and agree that notwithstanding the completion date set out in this offer, the Seller(s) has the right to advance or postpone the completion date of the transaction by not more than 45 days once, by giving written notice of the amended completion date to the Buyer or his solicitor at least 30 days in advance of the earlier of the completion date set out therein and the amended completion date. All parties also acknowledge and agree that the Title Search Date will be changed to 10 business days before the amended completion date accordingly.
🛡 Section A — Core Seller Protection Clauses
SP-A:1 Personal Use and HST Representation
The Buyer represents and warrants that, as of the date of this Agreement, the Buyer is purchasing the property for the Buyer's own personal use and occupancy, and not as inventory or in the course of a business, and that HST does not apply to this transaction.
SP-A:2 Limitation on Title Objection Remedies
The Buyer acknowledges that the Seller shall not be obligated to remedy any title objections and the Buyer's sole remedy shall be to terminate this Agreement.
SP-A:3 Condition Waiver Deadline
If conditions are not waived in writing by [date/time], the Seller may, at the Seller's option, declare this Agreement null and void.
SP-A:4 No Assignment Without Consent
The Buyer shall not assign this Agreement without the prior written consent of the Seller.
SP-A:5 Independent Legal Advice
The Buyer acknowledges having been advised to seek independent legal advice prior to executing this Agreement.
SP-A:6 Right to Accept Backup Offers
The Seller reserves the right to continue to offer the property for sale and accept backup offers until all conditions have been waived or fulfilled.
SP-A:7 As-Is Condition
The Buyer accepts the property in its present 'as-is' condition and acknowledges that the Seller makes no representations or warranties regarding the condition of the property.
SP-A:8 Representations Do Not Survive Closing — Merger Into Deed
Except as expressly set forth in the deed, all representations, warranties, and agreements made by the Seller(s) in this Agreement shall not survive the Closing. Upon delivery and acceptance of the deed, all such representations and warranties shall merge into the deed and be fully extinguished, and the Buyer shall have no further recourse against the Seller(s) regarding the condition of the Property.
SP-A:9 Warranties Limited to Pre-Closing Condition — No Post-Closing Liability
All warranties and representations made by Seller(s) apply strictly to the Property's condition prior to Closing. These warranties shall not survive Closing, but shall merge entirely with the deed upon delivery, rendering Seller(s) free of any post-Closing liability regarding the Property's condition.
🛡 Section B — Additional Seller Protection Clauses
SP-B:8 Deposit Forfeiture / Liquidated Damages
In the event the Buyer fails to complete this transaction for any reason not permitted by this Agreement, the deposit paid shall be forfeited to the Seller as liquidated damages and not as a penalty, without prejudice to the Seller's right to pursue any other remedies available at law or in equity, including but not limited to a claim for damages.
SP-B:9 Access and Damage During Inspections/Visits
The Buyer and the Buyer's agents, inspectors, and contractors shall not access the property without the prior written consent of the Seller or the Listing Brokerage. The Buyer shall be responsible for and shall indemnify the Seller against any loss, damage, or liability arising from any entry upon the property by the Buyer or any person authorized by the Buyer, and shall restore the property to its original condition following any inspection or test.
SP-B:10 Representations Survive Closing (Non-Merger)
The Buyer's representations and warranties contained in this Agreement, including but not limited to those relating to the Buyer's intended use of the property and the applicability of Harmonized Sales Tax (HST), shall survive and not merge upon the completion of this transaction, and shall continue in full force and effect following the closing date.
SP-B:11 Irrevocability of Condition Waiver
Once any condition set out in this Agreement has been waived in writing by the party for whose benefit the condition was included, such waiver shall be final and irrevocable and shall not be withdrawn or revoked by such party.
SP-B:12 Buyer's Obligation to Pursue Financing Diligently
The Buyer shall make a bona fide application for financing within two (2) business days of acceptance of this Agreement and shall pursue such application diligently and in good faith. The Buyer shall provide the Seller, upon request, with reasonable evidence that a financing application has been submitted. The Buyer shall not deliberately frustrate or fail to pursue the fulfillment of the financing condition.
SP-B:13 Seller's Right to Cure
Notwithstanding any other provision of this Agreement, if the Buyer provides written notice of any deficiency, defect, or objection which would otherwise entitle the Buyer to terminate this Agreement, the Seller shall have five (5) business days from receipt of such notice to remedy, cure, or satisfy the deficiency, defect, or objection. If the Seller remedies, cures, or satisfies the deficiency, defect, or objection within such period, the Buyer shall not be entitled to terminate this Agreement on the basis of such deficiency, defect, or objection.
SP-B:14 Brokerage Liability Limitation
The Buyer and Seller acknowledge and agree that the Listing Brokerage and the Co-operating Brokerage, and their respective brokers, salespersons, and employees, shall not be held liable for any representations, warranties, or conditions not expressly set out in this Agreement, including but not limited to any representations regarding the physical condition of the property, the accuracy of measurements, zoning compliance, or the availability of permits.
SP-B:15 No Warranty on Permits or Compliance
The Seller makes no representation or warranty that any improvements, renovations, alterations, or additions to the property were made in compliance with applicable building codes, by-laws, or that the necessary permits were obtained. The Buyer acknowledges that it is the Buyer's sole responsibility to verify permit history and compliance with all applicable municipal requirements at the Buyer's own expense prior to the waiver of conditions.
🛡 Seller Communication Strategies
  • Present every offer promptly with written net proceeds summary, not just headline price
  • Explain recommended counter-strategy before acting
  • Never let seller feel surprised — they know what's coming before it happens
  • Pull comparable sales to anchor seller's expectations and justify counter position
  • Show days-on-market trends to contextualize urgency (or lack thereof)
  • Present net sheet with every scenario so they see financial reality clearly
  • Don't rush back to buyer — measured response signals confidence and strength
  • Use irrevocable expiry times strategically to create urgency without desperation
  • If multiple offers: manage process so seller feels empowered, not pressured
  • Ask buyer's agent: financing status, closing flexibility, competing properties
  • Use intelligence to advise seller on how hard to push and where to hold firm
  • Give firm recommendation, not just options — sellers hire you for judgment
  • Explain the risk of each path (e.g. "if we counter at X, they may walk")
  • Document advice in writing so seller sees diligence
  • Acknowledge emotional weight, then redirect to strategy and numbers
  • Your composure itself signals you have control of the situation
  • After sign-back, explicitly tell seller what you pushed back on and why
  • Sellers don't realize what happened behind the scenes unless you tell them
Core Principle: Sellers feel protected when they feel informed, consulted, and never surprised. Every move must feel deliberate and in their interest — not reactive.
🤝 Negotiation Playbook
  • Market analysis: current conditions, recent comps, inventory levels
  • Property valuation: CMA, appraisal, unique features considered
  • Buyer profile research: motivations, financial situation, timeline
  • Financial preparedness: bottom line, desired price, all costs mapped
  • Contingency planning: anticipate inspection findings, financing delays
  • Documentation gathered: deeds, surveys, disclosures, repair records
  • Goals defined: highest price, quickest sale, specific closing date, minimize repairs
  • Priorities ranked: non-negotiables vs. flexible items
  • Strategy outlined: initial ask, counter-offer ranges, limits
  • Strengths and weaknesses of property identified
  • Walk-away point determined
  • Clear, concise, professional communication — verbal and written
  • Highlight property value and unique selling points effectively
  • Active listening: understand buyer's needs, concerns, perspective
  • Maintain professionalism and composure throughout
  • Timely responses to maintain momentum
  • Use agent as liaison and buffer
  • Identify areas for flexibility: price, closing date, minor repairs, appliances
  • Assess perceived value of concessions from buyer's perspective
  • Plan trade-offs: what to gain in exchange (e.g. higher price for quicker close)
  • Evaluate and prioritize buyer's demands by criticality
  • Aim for "win-win" — both parties feel they achieved favorable outcome
  • Anticipated potential buyer concerns (price, condition, market trends)
  • Prepared factual, well-reasoned responses to common objections
  • Address concerns professionally without becoming defensive
  • Open to creative solutions to overcome obstacles
  • Leverage market data or property features to counter objections
  • Emotional intelligence: manage emotions (yours and the buyer's)
  • Draft and review all agreements carefully with agent/lawyer
  • Meet all stipulated deadlines: inspections, financing, documents
  • Address and fulfill all conditions/contingencies
  • All agreed terms accurately reflected in final contract
  • Post-negotiation follow-up: maintain communication until closing
🗒 Notes
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