Irrevocable Dates in Ontario: How Offers Die, and the Deal With a Hole in It

Every offer on the standard Ontario form carries a clock. Most agents fill it in without thinking. Then one day the clock runs out eleven minutes before the signature, and nobody notices until a lawyer does.

What the irrevocable clause does

The standard Ontario agreement of purchase and sale says who the offer is irrevocable by, and until what time on what date. Two things follow.

• Until that time, the person who made the offer can't pull it.

• After that time, if it hasn't been accepted, the offer is null and void and the deposit goes back to the buyer in full, without interest.

An expired offer is not weak. It is gone.

Accepted means signed and communicated

Signing at 10:55 for an 11:00 deadline is not enough if the signed copy goes out at 11:20. Signing is not accepting. The acceptance has to reach the other side before the clock runs out. On the standard form that means delivered, or sent to the email or fax number written on the form. Sent in time counts, even if it is read later. The time written in the confirmation of acceptance is the first evidence anyone looks at. Write the real one.

A sign-back is a new offer

Change the price, the closing date, a condition, anything, and you have not accepted. You have countered. That does two things.

• The original offer is dead. It can't be accepted later if the counter fails, unless the person who made it puts it back on the table.

• The counter should carry its own irrevocable time, and the line should name the person who countered.

The classic mistake: the seller changes the price, initials it, and nobody touches the irrevocable line. The counter reaches the buyer with a deadline that has already passed, or passes in ten minutes.

Accepting late leaves a hole in the file

A signature after the deadline does not accept the offer. The form says the offer is already null and void. The clean fix is a new irrevocable time or a fresh offer, agreed in writing, with the dates and initials to show it.

Two agents who "just carried on" after a missed irrevocable have a file with a hole in it. It stays invisible until somebody wants out. Then a judge decides whether carrying on was enough. Ontario courts have held people to deals like that. They have also made a seller who called one void pay damages.

Where it goes wrong

• a.m. and p.m.

• A deadline of 11:59 p.m. on a day nobody will be awake to communicate acceptance.

• Counters that change terms and leave the old irrevocable time in place.

• Changes that aren't initialed by everyone.

• The confirmation of acceptance left blank, or filled in later from memory.

What a Broker of Record looks for

• The irrevocable date and time on the last version everyone signed.

• The date and time on the confirmation of acceptance, and whether it falls before that deadline.

• Initials from every party beside every change.

• Who made the last counter, and whether the irrevocable line says so.

If the acceptance time is after the irrevocable time, the file has a problem no matter how happy everyone is today.

Quick answers

What does irrevocable mean in an Ontario real estate offer?

The offer can't be withdrawn before the stated date and time. After that, if it hasn't been accepted, it expires.

What happens if an offer is accepted after the irrevocable time?

The offer had already expired, so the late signature does not make a deal by itself. The clean fix is to agree again, in writing. If everyone carries on as if there is a deal, a court may hold them to it. Get legal advice before you treat it as dead or alive.

Does a counter-offer need a new irrevocable date?

On the standard form, yes. A counter is a new offer, and the person making it sets how long it stays open.

Who is the offer irrevocable by?

The person making it. The buyer on an offer, the seller on a sign-back, the buyer again if they sign that back. The form lets either be named, so check it names the right one.

Ricky Rathore, ABR, SRS, FRI

Founding Partner and Lawyer

Broker of Record and Owner - REMAX Metropolis Realty, Brokerage

A note from the lawyer: this is general information, not legal advice, and reading it doesn't make me your lawyer. Rules change and every situation differs - confirm current requirements with RECO and get advice on your own facts before you act.