OREA Form 100 – Agreement of Purchase and Sale

Jurisdiction: Country: Canada | Province/State: Ontario

What is an OREA Form 100 – Agreement of Purchase and Sale?

This is Ontario’s standard contract for buying and selling resale homes. It records the agreed price, dates, and terms. It says what stays, what goes, and who pays what. It sets conditions and timelines. It tells each side what to deliver on closing.

You usually see this form in residential resale deals. It covers freehold properties like houses, townhomes, and rural homes. You can adapt it for other property types with schedules. Many buyers and sellers use it with real estate agents. You can also use it in a private sale.

You need this form to make your offer official. An email offer or handshake is not enough. Real estate deals in Ontario must be in writing and signed. This form makes terms clear and enforceable. It reduces risk and confusion for both sides.

Typical scenarios include:

• You are buying a detached home with a mortgage. You add a financing condition and an inspection condition. You include kitchen appliances. You exclude the seller’s dining room chandelier.
• You are selling a townhouse in a popular area. You set a short irrevocable time to manage competing offers. You require a larger deposit. You exclude the basement freezer.
• You are an investor buying a tenanted property. You use this form and add a schedule for tenant documents. You include prorations for rent and deposits.
• You are selling an estate property. You sign as Estate Trustee. You add a schedule limiting representations. You extend the title search date.

The form is modular. The main pages cover core terms. You attach schedules for custom clauses. Schedule A is common. Brokerages may attach a Schedule B with their standard terms.

When Would You Use an OREA Form 100 – Agreement of Purchase and Sale?

Use it whenever you buy or sell a resale residential property in Ontario. You present it as an offer. The other party accepts or counters. Once signed and delivered, you have a binding deal.

Buyers use it to secure a home on set terms. You set your price, deposit, and closing date. You set the conditions you need. You make clear what is included. You protect yourself with timelines and deliveries.

Sellers use it to lock in a buyer. You control how long the offer stays open. You require a deposit and a clear completion date. You can accept, reject, or sign back with changes.

Examples:

• First-time buyer. You write an offer with a conditional period. You give your lender time to approve and an inspector time to check.
• Move-up buyer. You add a condition to sell your current home. You include a 24–72 hour escape clause for the seller.
• Investor. You require tenant estoppel certificates. You confirm rent amounts and deposits. You require the seller to deliver leases.
• Rural buyer. You add water potability and septic conditions. You require recent pump-out records. You ask for a survey or title insurance.
• Private sale. You and the seller fill out the same form. You still use a trust account for the deposit. Your lawyer handles closing.

You may also use this form for a property held by a corporation or estate. The signing line will show the capacity. For example, “John Smith, as Estate Trustee.” You add a schedule for corporate or estate warranties.

Legal Characteristics of the OREA Form 100 – Agreement of Purchase and Sale

This form creates a binding contract when accepted. It becomes binding once the offer is signed by both sides and delivered. Acceptance must reach the other party or their agent before the irrevocable time expires.

It is enforceable because it satisfies core contract rules. It identifies the parties, property, price, and closing. It shows agreement on key terms. It is in writing and signed. There is consideration. The deposit supports the bargain, but a contract can bind without one.

Electronic signatures are valid. You can sign on a device. Delivery by email or system is common. The form includes a clause that allows electronic signatures and electronic delivery.

“Time is of the essence” appears in the form. This makes each deadline strict. Missing a deadline can allow the other party to end the deal. Do not rely on grace periods. Ask for a written extension if needed.

Conditions protect you. They must be clear and have a set time to waive or fulfill. If you do not waive in time, the deal ends. The deposit is then returned, subject to any dispute. Use conditions only as long as you need them. If you can, perform them quickly.

Title and use matters. The form includes title and future use clauses. The seller must deliver good title. The buyer must complete a title search by a set “requisition date.” You can object to title issues by that date. If the seller cannot fix issues, you may end the deal.

Taxes and adjustments are covered. The form states how HST applies. Resale residential homes are usually HST-exempt. New homes and commercial properties differ. The deal also adjusts for taxes, utilities, and fuel. These adjustments balance costs as of the closing day.

Risk passes on closing. The seller keeps insurance until closing. If the property is damaged before closing, certain rights apply. You may have the right to walk away or take insurance proceeds. The exact result depends on the severity and the clause wording.

Non-resident rules apply. If the seller is a non-resident of Canada, a holdback may be required. This protects the buyer from tax liability. The seller can provide a clearance certificate to avoid or reduce the holdback.

Spousal consent can be required. If the property is a matrimonial home and only one spouse is on title, spousal consent must be signed. This prevents later claims.

If one side defaults, remedies exist. The non-defaulting party can claim damages or seek specific performance in rare cases. The seller may keep the deposit if the buyer fails to close. Courts look at facts. Keep records and follow the contract.

How to Fill Out an OREA Form 100 – Agreement of Purchase and Sale

You will fill in the blanks on the main form and add schedules. Work line by line. Check every date and number twice. Use legal names and correct property details.

1) Date of Offer and Property Address

• Enter the date at the top. Use the calendar date you sign.
• Enter the full municipal address. Include the unit number if any.
• If you know the legal description, add it. Your lawyer can confirm later.

2) Buyer(s) and Seller(s)

• Use full legal names. Match ID or corporate documents.
• For corporations, write the exact corporate name. Add “Inc.” or “Ltd.” if applicable.
• For estates or trustees, indicate the capacity. Example: “Jane Doe, as Estate Trustee.”
• Ensure all owners of record sign as sellers. Your lawyer or agent can verify the title search.

3) Purchase Price

• Write the total price in figures and words. They must match.
• Example: “Seven hundred and fifty thousand dollars ($750,000).”
• Do not net out the deposit here. The deposit is separate.

4) Deposit

• Fill the deposit amount and how it will be paid.
• State who holds it in trust. A brokerage trust account is common.
• Example: “$25,000 by bank draft upon acceptance, payable to ABC Realty in trust.”
• You can deliver with the offer or within 24 hours of acceptance. State it clearly.
• The deposit sits in trust until closing or mutual release.

5) Chattels Included

• List movable items you want included. Be specific.
• Examples: fridge, stove, dishwasher, washer, dryer, microwave, window coverings, light fixtures.
• Add makes and models if possible. Avoid “all appliances” without detail.

6) Fixtures Excluded

• Fixtures usually stay. Exclusions must be written.
• Examples: dining room chandelier, wall-mounted TV, garage workbench.
• If the seller will replace an item, describe the replacement.

7) Rental Items

• List any rentals the buyer will assume. These are not included in the price.
• Examples: hot water tank, furnace, air conditioner, water softener, alarm system.
• Include provider name and account numbers if known.

8) Irrevocability

• Set the expiry date and time of your offer. This is your deadline for acceptance.
• Keep it realistic. Too short can cause missed acceptance. Too long can expose you.
• Example: “This offer is irrevocable by the Buyer until 7:00 p.m. on May 14, 20XX.”

9) Completion Date (Closing)

• Choose a date that allows time for conditions and financing.
• Typical closings are 30–90 days from acceptance. Adjust based on needs.
• Ensure it is a business day, not a weekend or holiday.

10) Notices and Delivery

• Confirm that notices can be delivered by email. Enter the addresses for service.
• Ensure your agent’s and lawyer’s contact info is current.
• Delivery completes when sent as the clause describes.

11) HST

• Choose whether HST is included in the price or in addition.
• For resale residential homes, HST is usually included in, or not applicable.
• If in doubt, write “included in” to cap your risk. Confirm with your lawyer.

12) Title Search and Requisition Date

• Fill the date by which the buyer can raise title issues.
• Set it at least two weeks before closing, if timing allows.
• Your lawyer will review title, taxes, utilities, and encumbrances by this date.

13) Title

• The seller promises good title, subject to standard exceptions.
• If you want title insurance instead of a survey, say so in Schedule A.
• For rural properties, consider clauses about access and encroachments.

14) Future Use

• This clause warns that future use is not guaranteed.
• If you plan to add a suite or build, add a zoning due diligence condition.
• Give yourself time to confirm zoning and permits.

15) Documents and Discharge

• The seller must discharge non-permitted mortgages and liens on or before closing.
• If the seller cannot, you may object or end the deal.
• Your lawyer will track payouts and get undertakings.

16) Insurance and Risk

• The seller keeps the property insured until closing.
• If substantial damage occurs, review your rights. You can end the deal or accept insurance proceeds, as the clause states.

17) Planning Act

• This ensures lawful conveyance of land. It addresses severances and consents.
• If your property was recently severed, ensure consents are final.

18) Residency (Tax)

• The seller declares Canadian residency for tax purposes.
• If non-resident, the buyer may withhold a portion of price. A tax certificate can resolve this.

19) Adjustments

• State what adjusts on closing. Taxes, utilities, rents, and fuel are common.
• The seller pays up to the day before closing. You pay on and after closing.

20) Time is of the Essence

• This makes every date and time strict.
• If you need more time, get a signed amendment before the deadline.

21) Tender

• This describes how each party shows readiness on closing.
• Your lawyer will handle tender through electronic exchange.

22) Family Law Act (Spousal Consent)

• If the property is a matrimonial home and title is in one spouse’s name, the other spouse must consent to the sale.
• Get this signed on the form or by separate document.

23) UFFI and Environmental

• The seller states no UFFI exists, to the best of their knowledge.
• If you have concerns about environmental issues, add a specific condition.

24) Consumer Reports

• The buyer authorizes credit checks if needed.
• Your financing condition should cover the lender’s process.

25) Electronic Signatures

• Check that all parties agree to e-signatures.
• Signing platforms and email delivery meet the clause.

26) Schedules

• Schedule A holds your custom clauses and conditions.
• Schedule B may hold brokerage terms. Read them. They bind you.
• Label every schedule clearly. Reference them on the main page.

27) Common Buyer Conditions (add to Schedule A)

• Financing: “This offer is conditional on the Buyer obtaining financing on terms satisfactory to the Buyer, in the Buyer’s sole and absolute discretion, within X days. If not fulfilled or waived in writing, this offer becomes null and void and the deposit is returned.”
• Home Inspection: “Conditional on a home inspection satisfactory to the Buyer in the Buyer’s sole and absolute discretion within X days.”
• Status Certificate (for condos): Use if buying a condo. Require a satisfactory review of the status certificate and related documents.
• Sale of Buyer’s Property: Include a clear escape clause for the seller. Set timelines for notice and removal of the condition.
• Water/Septic (rural): “Conditional on water potability and flow, and septic system inspection and records, satisfactory to the Buyer.”
• Title Insurance / Survey: State that title insurance is acceptable in lieu of a new survey.

28) Common Seller Protections

• Larger deposit and short timelines. These signal commitment.
• Escalation clauses are risky and often avoided. Use with care or avoid.
• “As is” language for estate or power of sale. Add limited representations.

29) Signatures and Acceptance

• Have each buyer and seller initial each page and schedule.
• Sign where indicated. Print your name below the signature line.
• Acceptance: The seller signs to accept or signs back changes. Delivery must occur before the irrevocable time.
• Confirmation of Acceptance: The receiving party confirms when acceptance was communicated. Fill the time and date.

30) Counteroffers (Signback)

• If you change any term, you are making a counteroffer. Initial changes.
• Set a new irrevocable time. Use the signback section.
• Delivery rules still apply. Watch the clock.

31) After Acceptance Checklist

• Deliver the deposit as stated. Get a receipt from the trust holder.
• Book your inspection if applicable. Start financing right away.
• Send the agreement to your lawyer. Start title search.
• Order insurance for the closing date. Name your lender as loss payee if required.
• Arrange utilities and property tax account setup.
• Meet all condition deadlines. Use Notice of Fulfillment or Waiver forms.
• If ending under a condition, send a Notice of Fulfillment/Not Waiving per the terms.

32) Practical Tips

• Match names across all documents. Avoid spelling errors.
• Be precise with inclusions. Photos and serial numbers help.
• Avoid floating deadlines like “in five business days” without a start point. Tie them to acceptance.
• Do not rely on verbal promises. Put all terms in writing.
• If you need an extension, sign an amendment before expiry.
• Keep all communication professional and documented.

33) Special Cases

• Tenanted properties: Attach a schedule for rent roll, deposits, and estoppels. Require keys and transfer of deposits on closing.
• Multiple buyers: Clarify joint tenancy or tenants in common. Your lawyer will draft the direction.
• Corporate sellers or buyers: Add corporate authority clauses. Provide resolutions on closing.
• Private wells and septic: Require test results and compliance certificates.
• Rural access: Confirm legal access, not just practical access.

34) Closing Deliverables

• From the seller: Transfer, keys, deed, declarations, discharges, warranties, and keys/codes.
• From the buyer: Balance of price, direction re: title, and closing funds.
• Lawyers exchange closing documents electronically. Registration triggers key release.

If you complete each section with care, you reduce risk. You know what you are buying. You know when and how you will close. You protect your deposit and timelines. If you face a change in plans, use amendments early. Keep the agreement clear, complete, and signed.

Legal Terms You Might Encounter

• Irrevocable means your offer stays open until a deadline you set. During that time, you cannot withdraw it. On this form, you enter a date and a time. If the seller accepts before that moment, you have a binding deal. If they do not, your offer expires and you are free to move on.
• Acceptance is when the other party signs your offer without changes. That signature creates a contract. If they change anything, it becomes a counter-offer. The original terms no longer apply unless you then accept their counter in writing.
• The completion date, often called closing, is the day title changes hands. You pay the balance due, and you get keys. On this form, you choose a specific calendar date. Lenders, lawyers, and movers depend on this date, so pick it carefully.
• The deposit is money you pay to show good faith after acceptance. The form sets when it’s due and who holds it in trust. The deposit counts toward the purchase price on closing. If a valid condition fails, you usually get it back. If you breach the deal, you can lose it.
• Chattels are movable items that the seller can take, like a fridge or curtains. Fixtures are attached and normally stay, like built-in shelves or a mounted TV bracket. The form has space to include and exclude items. List everything you expect to stay. Do not assume.
• Conditions are “if-this-then-that” clauses that must be satisfied or waived by a deadline. Common ones include financing, home inspection, and, for condos, review of building documents. If a condition is not met by its date, the deal ends and the deposit is usually returned. If you waive, you proceed to closing.
• The title search date is the deadline to raise title issues. Your lawyer checks the property’s legal status before that date. If problems arise, they send requisitions and seek fixes. You enter this date on the form to keep the process on track.
• Representations and warranties are promises about facts. For example, that all appliances will work on closing. Or that the seller did not do unpermitted work. Some are built into the form. Others you add in a schedule. If a promise proves false, you may have remedies.
• Adjustments are the closing-day fine-tuning of money. You pay your share of property taxes or utilities from closing to year-end. The seller credits you for prepaid amounts. The form says adjustments occur as of the completion date. Your lawyer confirms the math on the statement of adjustments.
• Time is of the essence means deadlines matter. If a time limit passes, rights can be lost. On this form, every date and time is strict. Deliver notices and deposits on time. Meet condition dates. Do not leave things to the last minute.

FAQs

Do you need a lawyer before you sign?

You decide when to involve a lawyer, but earlier is better. A lawyer can review the form and any schedules before you commit. They can warn you about risks and suggest clauses to protect you. Waiting until after acceptance limits your options.

Do you need a deposit, and when is it due?

Yes, the deposit is standard. The form states the amount and the deadline. It is usually due upon acceptance or within a short time after. The brokerage named on the form holds it in trust. Make sure you can deliver the funds by the deadline.

Do you have to initial every page?

Initialing each page is a common practice to show you reviewed the document. You must initial any handwritten changes. While the signature page binds the deal, initialing every page helps prevent disputes about what you agreed to.

Do you need to list chattels and fixtures in detail?

Yes. Write down the make, model, and quantity for any item you expect. Include items like window coverings, garage remotes, and TV brackets. If the seller is keeping something, list it as an exclusion. Clarity now prevents arguments on closing day.

Do you need conditions, or can you go firm?

You can choose either. Conditions reduce risk and give you time to verify financing, inspection, or documents. A firm offer has no conditions and carries more risk if surprises appear. Use conditions with clear deadlines and steps to satisfy or waive them.

Do you need to attach schedules, and how do they work?

Schedules let you add terms specific to your deal. Use them for detailed inclusions, special promises, or unique conditions. The form refers to the schedules by letter. Make sure each schedule is attached and signed. The schedules form part of the contract.

Can you change terms after acceptance?

Only by written agreement. Use an amendment document that both sides sign. It can change dates, prices, conditions, or included items. Verbal changes are not reliable. Keep every signed amendment with your final copy.

Can you use electronic signatures and counterparts?

Yes, the form allows signing in counterparts and by electronic means. Each party can sign a separate copy. Together the copies make one agreement. Confirm you receive a clear, legible signed version for your records.

Checklist: Before, During, and After the OREA Form 100 – Agreement of Purchase and Sale

Before signing

• Confirm your legal names. Use full names that match ID and mortgage documents.
• Gather your contact details and lawyer’s contact information.
• Confirm financing capacity with your lender. Know your budget and timing.
• Decide on the deposit amount, source of funds, and delivery method.
• Review recent utility costs, property taxes, and, for condos, common expenses.
• List all chattels you want included. Note serial numbers if available.
• Clarify exclusions the seller mentioned. Put them in writing.
• Set realistic condition periods for financing, inspection, and document review.
• Choose a completion date that aligns with your move and lender timelines.
• Review recent renovations and permits. Decide if you need warranties or receipts.
• For condos, request the key building documents through a condition.
• Confirm parking, lockers, outbuildings, or sheds and their identifiers.
• Note tenants, leases, and any required notices if the property is not vacant.
• Check the property’s legal description and municipal address.
• Plan insurance. Ensure coverage can start on the completion date.

During signing

• Verify property details: municipal address, unit numbers, and legal description.
• Confirm parties’ names, spelling, and capacity (individual or corporate).
• Check the purchase price and deposit amount. Match numbers and words.
• Set the irrevocable date and time. Allow time for delivery and review.
• Verify who holds the deposit in trust. Confirm the delivery deadline.
• Set the completion date. Confirm weekdays and bank business days.
• Review included chattels and excluded items. Ensure the list is precise.
• Confirm the title search date. Coordinate with your lawyer’s timeline.
• Review standard clauses. Understand obligations and default consequences.
• Attach schedules. Label them clearly. Reference them correctly in the form.
• Add any needed representations and warranties. Keep language specific.
• Set clear condition deadlines and mechanisms to fulfill or waive.
• Confirm signatures by all parties. Initial all pages and any changes.
• Verify counterpart and electronic signature clauses, if used.
• Review brokerage sections. Confirm who represents whom.

After signing

• Track the irrevocable deadline. Confirm delivery of the offer to the other side.
• Once accepted, circulate the fully signed agreement to all parties.
• Deliver the deposit by the method and deadline in the form.
• Calendar all condition deadlines. Assign tasks to meet each one.
• Book the home inspection and any specialist inspections.
• Submit the required documents to your lender. Provide the agreement and MLS data if available.
• In condos, request and review building documents promptly.
• Notify your lawyer. Send the agreement, schedules, and any amendments.
• Arrange insurance to start on the completion date.
• Coordinate the title search with your lawyer before the search deadline.
• Plan utilities transfer and moving logistics for the completion date.
• Review the statement of adjustments before closing. Ask questions early.
• Book a pre-closing walkthrough to confirm conditions and inclusions.
• Keep all communication and signed amendments organized.
• Store the final, fully signed agreement in a secure location.

Common Mistakes to Avoid

• Don’t forget to list every inclusion and exclusion. Vague lists cause disputes over appliances, window coverings, or fixtures. You may lose items you expected or face last-minute negotiations.
• Don’t miss a deposit deadline. Late delivery can allow the seller to end the deal. You may face claims for damages, and you will damage goodwill.
• Don’t use weak or unclear conditions. A condition without a firm deadline or clear steps creates confusion. You could run out of time or lose the chance to exit if issues arise.
• Don’t leave blanks or inconsistent names. Blank fields or mismatched names complicate financing and legal work. Corrections later may require amendments and delay closing.
• Don’t assume the completion date works for everyone. A date that conflicts with lender timelines or moving schedules causes stress. You may face storage costs, bridge financing, or failed closing risks.

What to Do After Filling Out the Form

1. Submit the offer. Deliver the completed, signed offer to the seller’s side before the irrevocable deadline. Confirm receipt. Keep proof of delivery.
2. Monitor responses. If you receive a counter-offer, review every change. Accept by signing before their deadline. If you need changes, issue a new counter in writing.
3. Deliver the deposit. Pay by the method stated in the agreement. Confirm the trust account holder received it. Get a receipt and store it with your records.
4. Calendar all dates. Note condition deadlines, title search deadline, and completion date. Share the dates with your lender, lawyer, and inspectors.
5. Complete your due diligence. Book inspections. Gather lender documents. For condos, request and review building documents. Ask questions early so you can meet condition deadlines.
6. Decide on conditions. If satisfied, waive in writing before the deadline. If not satisfied, notify the other side in writing that the condition is not fulfilled before the deadline. Follow the exact steps in the agreement.
7. Coordinate with your lawyer. Send the full agreement, schedules, and any amendments. Provide ID and the information they request. Ask about title insurance, title issues, and closing funds.
8. Prepare for closing. Arrange insurance coverage to start on the completion date. Confirm how you will deliver closing funds. Plan utility transfers and movers. Book a pre-closing walkthrough.
9. Review adjustments and statements. Work with your lawyer to review the statement of adjustments. Understand credits for taxes, utilities, and deposits.
10. Manage changes with amendments. If dates, price, or terms need to change, use a written amendment signed by both sides. Update everyone with the final version.
11. Distribute final copies. Ensure you, the other party, both brokerages, your lender, and both lawyers have the fully signed agreement and any amendments.
12. Store your records. Keep the final agreement, deposit receipt, amendments, inspection reports, and condition waivers in a secure place. You may need them for tax, financing, resale, or warranty claims.