Buying a home is exciting — but the paperwork can feel overwhelming. One of the most important documents you’ll encounter is the OREA Agreement of Purchase and Sale (APS). This is the contract that sets out the terms of your purchase, your rights, and your obligations.

As a real estate lawyer at Rabideau Law, I review hundreds of these agreements every year. In this blog, I’ll walk you through the key parts of the OREA APS for a used (resale) residential property.

1. The First Page: Parties, Property, and Price

The first page of the OREA APS sets the foundation of the deal. This is where you’ll see:

• The Buyer(s) and Seller(s)
• The property address and legal description
• The purchase price
• The deposit amount
• The completion (closing) date

This page may look straightforward, but accuracy matters. A typo in the legal description or an incorrect closing date can cause delays or legal issues later.

2. Chattels and Fixtures: What Stays and What Goes

The APS includes a section listing:

• Chattels included (e.g., fridge, stove, washer/dryer)
• Fixtures excluded (e.g., a dining room chandelier the seller wants to keep)

If it’s not written in the agreement, it’s not included — even if it was in the MLS listing.

Chattels are moveable items that are not permanently attached to the property. Think of them as things the seller could pick up and take with them without causing damage.

Common Examples of Chattels:

• Fridge
• Stove (unless built‑in)
• Washer & dryer
• Furniture
• Window coverings (curtains, not rods)
• Portable light fixtures or lamps

Fixtures are items that are attached to the property in a way that makes them part of the home. If removing the item would cause damage or require repair, it’s usually a fixture.

Common Examples of Fixtures:

• Built‑in appliances
• Light fixtures (hard‑wired)
• Curtain rods
• Bathroom mirrors that are screwed in
• Shelving that’s mounted to the wall
• Furnace, AC unit, water heater

3. Rental items

Rental Items are listed in paragraph 6 of the OREA APS. Rental items are equipment or systems located at the property that the seller pays for monthly under a rental or lease agreement. When you buy the home, you take over those payments unless the agreement says otherwise.

4. HST

Under the Excise Tax Act, the sale of a used residential property is exempt from HST. As a result, in a typical resale transaction, no HST is added to the purchase price. This is why the OREA APS reflects HST as being “included in” the purchase price rather than “added to” it — the form simply confirms that no additional HST will be charged.

Even though HST is generally not charged on a used residential property, the HST clause in the APS still serves an important legal purpose. Real estate transactions rely on clarity, and this clause helps avoid misunderstandings by confirming whether HST is included in the purchase price in the event it ever becomes applicable. Without this wording, a buyer and seller could easily end up in a dispute about whether HST should be added on top of the agreed‑upon price, especially in situations where the tax rules are less straightforward. By stating upfront how HST is treated, the APS ensures that both parties know exactly what the purchase price represents and who would be responsible for HST if an unusual circumstance were to arise.

HST can apply in certain situations, such as when a home has been substantially renovated, when part of the property is used for commercial purposes, when the seller is an HST‑registered business, or when the property has been operated as a short‑term rental like an Airbnb. Because these exceptions exist, the APS includes wording that ensures the agreement remains complete and accurate regardless of the property’s specific circumstances and whether HST ultimately applies.

5. Understanding the Standard Clauses in the OREA APS

Further down, you’ll see clauses dealing with Title Search, Future Use, Title, Closing Arrangements, Documents, Inspection, and Insurance Clauses in the OREA APS.

These sections of the OREA Agreement of Purchase and Sale (APS) outline the legal framework that protects both the buyer and seller between the time the offer is accepted and the day the deal closes. Although the wording can feel dense, each clause serves a specific purpose.

Title Search (Clause 8)

This clause gives the buyer’s lawyer a set period — called the Requisition Date — to examine the property’s title. During this time, your lawyer checks for issues such as liens, easements, outstanding work orders, zoning problems, or anything that could affect your ability to legally use or insure the property. The seller also authorizes the municipality to release information about any outstanding work orders. If your lawyer finds a valid issue that the seller cannot or will not fix (and you are not willing to waive), the agreement can be terminated and your deposit returned. This clause ensures you are not forced to complete a purchase with hidden legal or structural problems.

Future Use (Clause 9)

This clause clarifies that the seller is not guaranteeing that your future intended use of the property will be lawful. In other words, the seller is only responsible for the property’s current legal use. If you plan to convert the home into a duplex, run a business from it, or make other changes, it is up to you (and your lawyer) to confirm that zoning and municipal rules allow it.

Title (Clause 10)

This clause confirms that the seller must provide good, marketable title, free from liens, mortgages, or other encumbrances unless specifically stated in the agreement. Certain standard exceptions are allowed, such as utility easements or municipal agreements, as long as they do not materially affect the property’s use. If your lawyer raises a valid objection before the deadline and the seller cannot resolve it (or obtain title insurance to cover it), the agreement can be terminated. After the deadline, the buyer is deemed to have accepted the seller’s title unless the issue goes to the “root of title.”

Closing Arrangements (Clause 11)

This clause explains how modern real estate closings work. Most transactions in Ontario close using electronic registration, meaning lawyers exchange documents and funds through trust conditions rather than meeting in person. The clause confirms that both parties’ lawyers will follow the Law Society’s standard document registration agreement, which ensures a secure and coordinated closing process.

Documents and Discharge (Clause 12)

Here, the APS confirms that the buyer cannot demand old title documents or surveys unless the seller already has them. If the buyer requests a survey and the seller has one, it must be provided before the title search deadline. This clause also explains how mortgage discharges are handled: if the seller’s mortgage discharge is not available on closing, the buyer must accept the seller’s lawyer’s written undertaking to obtain and register it after closing. This is standard practice in Ontario.

Inspection (Clause 13)

This clause acknowledges that the buyer has had the opportunity to inspect the property before signing the agreement. It also notes that unless a home inspection condition is specifically included in the APS, the buyer is not relying on a home inspection. This is why buyers typically include a home inspection condition in Schedule A — without it, the buyer accepts the property “as is,” subject only to what is written in the agreement.

Insurance (Clause 14)

Until closing, the property remains at the seller’s risk, meaning the seller must maintain insurance coverage. If substantial damage occurs before closing, the buyer can either terminate the agreement and receive their deposit back or choose to take the insurance proceeds and complete the purchase. After closing, insurance does not transfer to the buyer — the buyer must arrange their own coverage. If the seller is providing or the buyer is assuming a mortgage, the buyer must show proof of insurance to protect the lender’s interest.

Planning Act (Clause 15)

This clause ensures that the sale complies with Ontario’s Planning Act, which governs subdivision of land. The agreement only becomes effective if the seller has met all subdivision control requirements. If a consent (often called a “severance”) is needed, the seller must obtain it at their own expense before closing. This protects the buyer from unknowingly purchasing land that cannot legally be transferred.

Document Preparation (Clause 16)

The seller must prepare the Transfer/Deed in proper registrable form at their own cost. If the buyer is giving the seller a mortgage (a “seller take‑back mortgage”), the buyer pays for preparing that document. If the buyer requests it, the seller must include specific statements required under section 50(22) of the Planning Act, confirming the transfer complies with subdivision rules.

Residency (Clause 17)

This clause deals with the Income Tax Act rules for non‑resident sellers.

• The seller promises they are not a non‑resident of Canada for tax purposes.
• If the seller is a non‑resident, the buyer must withhold a portion of the purchase price and remit it to the Canada Revenue Agency to cover the seller’s tax liability.
• The buyer does not need to withhold tax if the seller provides a Clearance Certificate from CRA.

This protects the buyer from being held liable for the seller’s unpaid taxes.

Adjustments (Clause 18)

On closing, certain costs must be prorated between the buyer and seller so each pays their fair share. This includes:

• Property taxes
• Local improvement charges
• Unmetered utilities (e.g., water, propane, oil)
• Rents (if applicable)

The buyer becomes responsible for all costs associated with the property starting on the actual day of closing, even though ownership transfers partway through that day. This ensures neither party overpays for expenses that belong to the other.

Property Assessment (Clause 19)

Ontario uses current value assessment, meaning property taxes can change annually. This clause confirms that neither party — nor the real estate brokerages — can be held responsible for future tax increases due to reassessment. The only exception is taxes that accrued before closing.

Time Limits (Clause 20)

“Time is of the essence” means all deadlines in the APS are strict and enforceable. Missing a deadline (e.g., for waiving conditions or closing) can allow the other party to terminate the agreement. Deadlines can only be changed if both parties agree in writing.

Tender (Clause 21)

“Tender” refers to the formal exchange of documents and money on closing. This clause explains that tender can be made on the lawyers for each party, and that funds must be delivered using secure methods such as:

• Bank draft
• Certified cheque
• Wire transfer (LVTS)

This ensures the closing process is legally valid and secure.

Family Law Act (Clause 22)

If the property is a matrimonial home, the seller’s spouse must consent to the sale, even if they are not on title. This clause confirms that spousal consent is not required unless the spouse signs the consent section of the Agreement. It protects buyers from a spouse later claiming the sale was invalid.

UFFI (Clause 23)

The seller promises that, during their ownership, they have not installed insulation containing urea‑formaldehyde foam insulation (UFFI) and, to their knowledge, the property does not contain it. UFFI was used in the 1970s and is now considered a defect to the property. This warranty survives closing.

Legal, Accounting, and Environmental Advice (Clause 24)

This clause reminds both parties that the real estate brokerage is not providing legal, tax, or environmental advice. Buyers and sellers must rely on their own lawyer or professionals for those matters.

Consumer Reports (Clause 25)

The buyer is notified that a credit check or consumer report may be used in connection with the transaction. This is most relevant when the buyer is assuming a rental contract or entering into a seller take‑back mortgage.

Agreement in Writing (Clause 26)

This is the entire agreement clause. It states that:

• Anything written in a schedule overrides the pre‑printed form if there is a conflict.
• Only what is written in the APS and schedules is legally binding.
• Verbal promises or side agreements do not count unless written into the APS.

This prevents misunderstandings and ensures the contract is complete.

Time and Date (Clause 27)

All references to time and date in the APS are based on the local time zone where the property is located. This avoids confusion when parties are in different regions.

These are standard clauses, but they protect you from surprises on closing day.

Signing & Having a Binding Agreement

Page 5 of the OREA Agreement of Purchase and Sale is essentially the signing and confirmation section of the contract. It’s where the agreement becomes legally binding, commissions are authorized, spousal consent is confirmed (if needed), and the brokerages and lawyers are formally identified.

Clause 28—Successors and Assigns, confirms that the agreement binds not only the buyer and seller personally, but also their heirs, executors, administrators, successors, and assigns. In practical terms, if something happens to either party, the obligations under the APS continue through their legal representatives.

The page also includes the spousal consent section, which is required under the Family Law Act when the property is a matrimonial home. Even if the spouse is not on title, they must sign to confirm their consent to the sale, ensuring the transfer cannot later be challenged for lack of spousal approval. If the seller is not married or the property is not a matrimonial home, this section is simply left blank.

Further down, both the buyer and seller sign to acknowledge that they have received a signed copy of the accepted Agreement of Purchase and Sale and authorize their brokerage to forward a copy to their lawyer. This step ensures that each party has the final, binding version of the contract and that their legal representatives receive it promptly for closing preparations.

7. Schedule A: Where the Real Customization Happens

Most resale residential offers include a Schedule A, which contains additional terms and conditions. This is where you’ll find the conditions that protect you as a buyer.

Examples:

a) Financing Condition

This clause gives you time to secure a mortgage commitment.

A typical financing condition allows the buyer to:

• Apply for financing
• Receive approval
• Walk away if financing is not satisfactory (with written notice)

b) Home Inspection Condition

This condition allows you to hire a professional home inspector to assess the property.

It protects you if:

• Major defects are discovered
• You want to renegotiate
• You decide not to proceed

c) Status Certificate Review (Condominiums Only)

If the property is a condo, Schedule A often includes a condition allowing your lawyer to review the status certificate package.

This package reveals:

• The condo corporation’s financial health
• Reserve fund balance
• Pending lawsuits
• Special assessments
• Rules and restrictions

If, after your lawyer has reviewed the status certificate and related documents, you decide that the condo unit isn’t the right fit for you, you may choose not to move forward with the purchase.

8. Conditions vs. Warranties Shown in Schedule A: Know the Difference

A condition allows you to terminate the agreement if something is not satisfactory.

A warranty is a promise that something is true on closing (e.g., the appliances will be in good working order).

Understanding the difference helps you know what rights you have before and after closing.

Final Thoughts

The OREA Agreement of Purchase and Sale is a powerful document — but it doesn’t have to be intimidating. With the right guidance, you can understand exactly what you’re signing and why it matters.

If you’re preparing to buy or sell a home, or if you’d like help reviewing an APS, our team at Rabideau Law is here to support you.