Buying, Selling & Market Trends
Making an Offer on a Home in Ontario: The Agreement of Purchase and Sale Explained
An Agreement of Purchase and Sale is the binding contract a buyer submits to purchase an Ontario home, built around price, an irrevocable period, a deposit, and any conditions the buyer wants to attach. This guide walks buyers through the APS, common conditions, the deposit, firm vs. conditional deals, and what TRESA entitles a buyer to know in a multiple-offer situation.
Making an offer on an Ontario home means submitting a written Agreement of Purchase and Sale setting out price, an irrevocable period, a deposit, and any conditions you want, such as financing or a home inspection. A deal becomes “firm” only once every condition is satisfied or waived — until then, the offer or the conditional agreement can fall through.
What Is an Agreement of Purchase and Sale?
An Agreement of Purchase and Sale (APS) is the written, binding contract through which a buyer offers to purchase a specific property on specific terms, and which becomes enforceable once a seller accepts it within the offer’s irrevocable period.
The APS is typically built from a standard pre-printed form — commonly one published by the Ontario Real Estate Association (OREA) — with schedules attached for anything specific to your transaction, such as conditions, included chattels and fixtures, or other negotiated terms. The pre-printed portion covers the mechanics common to most transactions; the schedules are where a buyer’s representative tailors the agreement to the specific deal. Because it becomes a binding contract the moment it’s validly accepted, everything you want the deal to cover — price, closing date, what’s included, and any condition you need — has to be in the document itself, not left as a verbal understanding with the seller or their representative.
Ontario real estate transactions must be in writing to be enforceable. A verbal offer, or a verbal side agreement layered on top of a written one, generally cannot be enforced the way the signed document can.
What Conditions Can I Put in My Offer, and What Do They Protect?
A condition is a term in the offer that must be satisfied — or waived by the buyer — within a set time before the deal becomes firm; common conditions protect the buyer’s financing, the physical condition of the property, and, for a condo, the building’s finances and governance.
The most common conditions buyers include are:
- Financing condition — gives the buyer time to secure mortgage financing on terms they’re satisfied with. If financing can’t be arranged as needed, the buyer can rely on the condition rather than closing without a mortgage in place. Confirm with a mortgage professional how much time a financing condition should realistically cover for your situation.
- Home inspection condition — gives the buyer time to have the property inspected and to review the results before committing further. What an inspection covers, and what a buyer does with its findings, is a large enough topic that CRESI covers it in its own companion guide; here, it matters as one of the conditions that keeps an offer from becoming firm.
- Status certificate condition (condo purchases) — gives the buyer and their lawyer time to review the condominium corporation’s status certificate, covering its finances, reserve fund, rules, and any legal proceedings, before the deal becomes firm. CRESI’s guide to resale condo status certificates covers what the document contains and how to read it; as a condition, its role is the same as any other — a window to review and decide before the deal is locked in.
- Sale-of-buyer’s-property condition — makes the purchase conditional on the buyer first selling their existing home, protecting a buyer who can’t or doesn’t want to carry two properties at once. Sellers often view this condition as less attractive than others, since it ties their sale to the outcome of a separate transaction; your representative can advise on how it tends to be received in a given market.
Each condition sets out a deadline and, usually, what “satisfying” it requires — for example, a mortgage commitment letter, a completed inspection report, or a lawyer’s review of a status certificate. Whoever the condition benefits — almost always the buyer — has the right to waive it in writing before the deadline, which removes the condition and moves the deal one step closer to firm even if the underlying step (say, financing) hasn’t actually happened yet.
Waiving a Condition: What It Actually Means
Waiving a condition means giving up the protection it provides before you know for certain that the underlying issue is resolved — the deal moves forward as if that condition had been satisfied, whether or not it truly has been.
Once a condition is waived in writing, you generally cannot go back and rely on it later even if the thing it was protecting against turns out to be a problem. For example, waiving a financing condition before your mortgage is actually approved means you’re contractually committed to close regardless of whether financing comes through. This guide describes what waiving means so you understand the mechanics — whether waiving a particular condition makes sense for your situation is a decision to make with your own representative and, for anything with legal consequences, your lawyer.
What Is a Deposit, and How Is It Different From a Down Payment?
A deposit is a sum the buyer provides with or shortly after submitting the offer, held in the listing brokerage’s real estate trust account, and credited toward the purchase price at closing; a down payment is separate — it’s the buyer’s own equity contribution provided directly to the lender at closing, alongside mortgage financing for the balance.
The two are often confused because both involve money the buyer puts toward the home, but they serve different purposes and move through different hands:
| Deposit | Down payment | |
|---|---|---|
| When it’s paid | With or shortly after the offer, per the agreement’s terms | At closing |
| Where it’s held | The listing brokerage’s real estate trust account | Not held in trust — provided to the lender at closing |
| What it signals | The buyer’s seriousness in submitting the offer | The buyer’s equity stake, alongside mortgage financing |
| What happens to it | Credited toward the purchase price at closing (subject to the agreement’s terms if the deal doesn’t close) | Combines with mortgage funds to complete the purchase |
The agreement itself sets out the deposit amount and timing, and there’s no fixed formula — it’s a negotiated term like any other. A brokerage holding a deposit in trust has specific obligations under TRESA around how and when those trust funds are handled; ask your representative to walk you through your specific agreement’s deposit terms, and confirm the current expectations for deposit size with your mortgage professional and representative rather than relying on a rule of thumb.
What Is the Irrevocable Period?
The irrevocable period is the window of time set out in the offer during which it stays open for the seller to accept — the buyer cannot withdraw the offer during that window, and it lapses if the seller hasn’t accepted by the deadline.
The length of the irrevocable period is a negotiated term, not a fixed one, and can be structured very differently between a straightforward single offer and a competitive multiple-offer situation. Your representative sets or negotiates the irrevocable period as part of drafting your offer, and can advise on what length fits your specific transaction and market conditions. For anything about how a specific irrevocable deadline interacts with your other plans or obligations, that’s worth confirming with your representative and, where the timing has legal consequences, your lawyer.
What Makes a Deal “Firm” vs. “Conditional”?
An offer becomes a firm deal only once every condition in the accepted agreement has been satisfied or waived; until then, it’s a conditional agreement that can still come to an end if a condition isn’t met.
| Conditional agreement | Firm deal | |
|---|---|---|
| Status | Accepted, but one or more conditions still outstanding | Every condition satisfied or waived |
| Can it still fall through? | Yes — if a condition isn’t satisfied or waived by its deadline | Generally no, absent a separate breach |
| What happens next | Buyer works to satisfy conditions (financing, inspection, etc.) | Parties proceed toward closing |
Buyers and sellers sometimes use “firm offer” loosely to mean an offer with no conditions attached at all — submitted with the conditions already waived up front rather than built in. Whichever way a deal reaches “firm” status, the practical effect is the same: neither side can walk away over an outstanding condition, because there isn’t one left.
What Am I Entitled to Know in a Multiple-Offer Situation?
When more than one offer is submitted on the same property, the Trust in Real Estate Services Act (TRESA) entitles every offeror to be told the number of competing offers — that disclosure is mandatory, not something the seller can choose to withhold, and there’s no option for a seller to keep the count itself private.
What the seller does control is whether to disclose the substance or content of those competing offers — for example, the price or terms another offer contains. Sharing that content requires the seller’s written direction to their brokerage; without it, the brokerage discloses the number of competing offers and nothing further about what they contain. Whatever direction the seller gives, information that would identify another offeror is never disclosed to you under any circumstance.
In practice, this means as a buyer in a multiple-offer situation you can expect to be told how many other offers are on the table, and you may or may not be given some sense of their content depending on the seller’s written direction for that specific sale. If you want to know what a listing brokerage’s practice is for a specific property, ask your representative to confirm it before you submit — the specific process a brokerage follows for a given listing is set by the seller’s direction and worth clarifying up front.
A seller is never obligated to accept any offer, including the highest one, in a multiple-offer situation or otherwise. How to price, structure, or adjust your own offer in light of competing offers — including whether to waive a condition to be more competitive — is a strategic decision for you and your own representative to make together; a lawyer can advise on the legal consequences of any term you’re considering, particularly waiving a condition. This guide describes the process TRESA requires; it does not recommend how to compete within it.
What Happens After My Offer Is Accepted?
Once your offer is accepted, you enter the conditional period (if any conditions remain) during which you work to satisfy them — commonly arranging financing, completing a home inspection, or reviewing a status certificate — before the deal becomes firm and moves toward closing.
During this period you, and any professionals you bring in such as an inspector, appraiser, or lawyer, will typically need reasonable access to the property as set out in the agreement. If every condition is satisfied or you waive them, the deal becomes firm; your lawyer then takes over preparing for closing, including reviewing the agreement, arranging for any mortgage to be registered, and calculating the statement of adjustments. If a condition can’t be satisfied and you don’t waive it, the agreement generally comes to an end under the terms set out in the offer itself — ask your representative and lawyer how that applies to your specific agreement.