Understanding Offers and Conditions

An offer is the moment a private sale turns from marketing into a transaction. It is also the point where sellers without an agent feel most exposed, because the document in front of them has a dozen moving parts and most of them are not the price. This guide explains how purchase offers work in Canada in plain terms, so that when one arrives you can read it with confidence, know what to ask, and decide whether to accept, counter or decline.

One note before we begin: the forms, the wording and some of the rules differ from province to province. What follows is the common shape of an offer across the country. Your lawyer or notary will tell you how it is handled where you live.

What an offer actually is

A written offer to purchase is a proposed contract. The buyer sets out the price and terms on which they are willing to buy, signs it, and gives you a window of time to respond. If you sign it unchanged within that window, it becomes a binding agreement of purchase and sale, subject only to whatever conditions it contains. If you change anything and sign, you have made a counter-offer, and the original offer is gone.

That is why it pays to read slowly. Once signed and accepted, both sides are committed. The conditions are the only way out that does not involve a dispute, and only the person the condition protects can use it.

The parts of an offer

• The parties and the property. Full legal names of buyer and seller, and the property's legal description, not just the street address.
• The purchase price. The headline number, but read it together with everything below before reacting to it.
• The deposit. Money the buyer pays shortly after acceptance to show commitment. It is held in trust, normally by a lawyer, notary or brokerage, and credited to the buyer at closing. The amount is negotiable; a larger deposit signals a more committed buyer. What happens to it if the buyer walks away without a valid reason depends on the agreement and provincial law, which is a question for your lawyer.
• Conditions. Things that must happen, or be waived, before the deal becomes firm. Covered in the next section.
• Dates. When the offer expires, when conditions must be satisfied, and the completion and possession dates.
• Inclusions and exclusions. What stays with the house and what you are taking.
• Representations and disclosures. Statements about the property, for example that it has not been used to grow cannabis or that there are no known defects beyond those listed. Treat these seriously; they survive closing.
• Signatures and the irrevocable clause. The time until which the offer stands and cannot be withdrawn.

Conditions, and what they mean for you

A condition is a buyer's escape hatch, and a reasonable one. It lets them commit to the price now while confirming something they cannot know yet. Each condition has a deadline. If the buyer satisfies or waives it in writing by then, the deal goes firm. If they do not, the agreement usually ends and the deposit is returned, though the exact mechanics are set by the wording and by provincial rules.

The common ones

• Financing. The buyer must obtain a satisfactory mortgage commitment. Even pre-approved buyers include this, because the lender still has to approve the specific property, often with an appraisal. A short financing period from a pre-approved buyer is a good sign.
• Home inspection. The buyer hires an inspector and must be satisfied with the report. Expect this on most resale homes. It can lead to a request for a price reduction or repairs before the deadline; you are free to say no, and the buyer is free to walk.
• Sale of the buyer's home. The buyer must sell their current home first. This is the condition that carries the most risk for you, because it depends on a third transaction. Many such offers include an escape clause letting you keep marketing and give the buyer a short period to firm up if another offer comes in. Ask your lawyer how that is handled in your province.
• Condo documents. For a condominium, a review of the status certificate, estoppel certificate or equivalent package, which shows the corporation's finances, rules and any special assessments.
• Insurance. The buyer must be able to insure the home. Older wiring, oil tanks or past claims can make this one matter.
• Lawyer review. Either side may add a condition that their lawyer approves the agreement. For a private sale, this is a sensible addition on your side too.

A firm offer with no conditions is attractive but not automatically better. A buyer with no financing condition and no visible means of paying is a bigger risk than a pre-approved buyer with a short, clear financing condition.

Dates that matter

• Irrevocable date and time. How long the offer stays open for you to accept. A day or two is typical; very short windows are a pressure tactic. You can ask for more time, but the buyer does not have to give it.
• Condition deadlines. Usually a matter of days to a couple of weeks after acceptance. Shorter is better for you, as long as it is realistic for the buyer to actually get an inspection booked or a lender's answer.
• Completion (closing) date. When money and title change hands. Check that it works with your own move and any purchase you are making. A closing in the middle of a long weekend or on a day your lawyer is unavailable creates problems.
• Possession date. When the buyer gets the keys, usually the same day as completion, sometimes later.
• Deposit due date. Typically within a short period after acceptance. Confirm who holds it.

Write every date on one page and check them against each other. Mismatched dates are the most common drafting error in private offers, and the cheapest to fix before signing.

Inclusions, exclusions and rentals

Anything attached to the house is generally assumed to stay; anything not attached is generally assumed to go. The offer overrides those assumptions, so be specific. List the appliances by type, the window coverings, light fixtures you are keeping, the shed, the garage door openers. If the dining room chandelier was your grandmother's, exclude it in writing and replace it before showings so nobody falls in love with it.

Rental items are a separate category: a hot water tank, furnace, water softener or security system that you rent rather than own. The offer should state that the buyer will take over the rental contract, and you should have the contract details ready. A buyer who discovers a rental at closing that was not disclosed has a legitimate complaint.

Evaluating an offer beyond the price

When an offer arrives, resist reacting to the number alone. Work through it in this order:

1. Net to you. Price minus anything you are being asked to pay for, repair or credit.
2. Certainty. How many conditions, how long, and how likely each is to be satisfied. A pre-approved buyer with a seven-day financing condition is more certain than a buyer who must sell a home that is not yet listed.
3. Timing. Does the closing date fit your plans? A perfect price with a closing date that forces you into temporary housing may cost you more than a slightly lower offer that fits.
4. Deposit. A meaningful deposit shows the buyer is serious and gives you some protection if they walk away without cause.
5. Everything else. Inclusions, representations you are being asked to make, any unusual clauses. If you do not understand a clause, that is exactly what the lawyer review is for.

If you have more than one offer, compare them on the same page using the same five headings. The highest price is not always the best offer, and the best offer is not always the one you expected.

Accept, counter or decline

You have three choices, and a fourth that is really a version of the second.

• Accept. Sign unchanged before the irrevocable time. The agreement is now binding, subject to conditions.
• Counter. Change the price, dates, conditions or inclusions and sign. This rejects the original offer and puts a new one to the buyer, with its own deadline. They can accept, counter again, or walk away. Counter on what matters, not on everything; a long list of small changes reads as a lack of interest.
• Decline. Let the offer expire or tell the buyer you are declining. You can invite them to come back with something different.
• Ask for clarification first. If something is unclear, ask before you respond. Questions do not reject the offer; a signed change does.

Decide your floor before you start. Know the price, the closing window and the conditions you can live with, so that negotiation is a comparison against a plan rather than a reaction to a buyer's confidence. Keep the tone businesslike and prompt; buyers who feel respected negotiate more generously.

Offers on HouseUp, and where the lawyer comes in

On HouseUp, a buyer can make an offer directly in your conversation: price, proposed closing date, deposit, conditions and a note. You can accept, decline or counter in the same thread, and every version is kept, so both of you can see exactly how the negotiation unfolded. Offers expire automatically if they are not answered, which keeps the process moving.

That in-app offer is the negotiation, not the contract. Once you and the buyer agree on terms, the formal agreement of purchase and sale is prepared on your province's standard form, or drafted, and reviewed by a real-estate lawyer or notary before anyone signs. They will check the legal description, the dates, the conditions and the representations, and add the clauses your situation needs. Engaging them before you accept, rather than after, is one of the best decisions a private seller makes. You can find HouseUp Certified lawyers and notaries in the professional directory, and our guide on a lawyer's role in a private saleexplains what to expect from them.

Once the agreement is signed, the conditions period begins. Our guide on what happens after you accept an offerwalks through the weeks between acceptance and closing day.