Agreement of Purchase and Sale (Canada)
This Agreement of Purchase and Sale (the "Agreement") is made as of [Agreement Date] (the "Agreement Date") between:
[Buyer Name], of [Buyer Address], [Buyer City], [Buyer Province] [Buyer Postal Code], Canada (the "Buyer")
- and -
[Seller Name], of [Seller Address], [Seller City], [Seller Province] [Seller Postal Code], Canada (the "Seller")
(collectively, the "Parties")
1. PROPERTY
The Seller agrees to sell, and the Buyer agrees to purchase, upon the terms and conditions set out in this Agreement, the following property:
Municipal Address: [Property Address], [Property City], [Property Province] [Property Postal Code]
Property Type: [Property Type]
PIN / PID: [PIN/PID]
Legal Description: [Legal Description]
(the "Property")
2. PURCHASE PRICE
The purchase price for the Property shall be CAD $[Purchase Price] (the "Purchase Price"), subject to adjustments as provided in this Agreement.
3. DEPOSIT
The Buyer shall deliver a deposit of CAD $[Deposit Amount] (the "Deposit") to [Deposit Holder] by no later than [Deposit Due Date], to be held in trust pending completion or termination of this Agreement. The Deposit shall be applied toward the Purchase Price on the Closing Date. If this transaction fails to close due to the Buyer’s default, the Seller shall be entitled to retain the Deposit as liquidated damages, which the Parties agree represents a fair and reasonable pre-estimate of the Seller’s damages.
4. CLOSING DATE AND POSSESSION
The closing of this transaction (the "Closing") shall take place on [Closing Date] (the "Closing Date"), at which time the balance of the Purchase Price, subject to adjustments, shall be paid by the Buyer to the Seller and vacant possession of the Property shall be given to the Buyer by [Possession Time] on the Closing Date. The Closing shall be completed through the electronic land registration system of the Province of [Governing Province] or such other method as may be required by the applicable Land Titles Office.
5. FIXTURES AND CHATTELS
The following fixtures are included in the Purchase Price: [Included Fixtures].
The following chattels are included in the Purchase Price: [Included Chattels].
The following fixtures are excluded from the sale and shall be removed by the Seller before Closing: [Excluded Fixtures].
The Seller warrants that all fixtures and chattels included in this Agreement will be in working order and free of all liens and encumbrances on the Closing Date. The Seller agrees to leave the Property in a clean and broom-swept condition.
6. TITLE
The Buyer shall be allowed a reasonable period to examine the title to the Property at the Buyer’s own expense through the provincial Land Titles Office. The Seller shall convey or cause to be conveyed to the Buyer a good and marketable title to the Property, free from all registered restrictions, charges, liens, and encumbrances except as otherwise specifically provided in this Agreement. If any valid objection to the title is raised and is not removed, remedied, or satisfied within a reasonable time, and the Buyer is unwilling to accept the title subject to such objection, this Agreement shall be null and void and the Deposit shall be returned to the Buyer without deduction.
7. TITLE INSURANCE
The Buyer acknowledges that the Buyer may, at the Buyer’s own expense, obtain title insurance in lieu of or in addition to a solicitor’s opinion on title. The Seller agrees to provide such information and documentation as may be reasonably required by the title insurer.
8. SELLER’S REPRESENTATIONS AND WARRANTIES
The Seller represents and warrants to the Buyer that:
(a) the Seller has the full right, power, and authority to sell and convey the Property;
(b) during the Seller’s period of ownership, the Seller has not caused or permitted any environmental contamination of the Property and has received no notice from any governmental authority of any violation of environmental legislation;
(c) the Seller is not aware of any pending or threatened expropriation, rezoning, assessment, or litigation affecting the Property;
(d) all mechanical, electrical, plumbing, heating, and air conditioning systems serving the Property are in working order as of the Closing Date;
(e) the Property is not currently subject to any work order issued by any municipal, provincial, or federal authority; and
(f) the use of the Property complies with all applicable municipal zoning by-laws and building codes.
9. CLOSING ADJUSTMENTS
The following items shall be adjusted and apportioned as of the Closing Date: property taxes (including municipal and education taxes), local improvement charges, fuel, utilities, rent (if applicable), condominium common expenses (if applicable), and any other items that are normally adjusted in real estate transactions in the Province of [Governing Province]. The Parties’ respective lawyers shall prepare a statement of adjustments prior to the Closing Date.
10. GST/HST
The Parties agree that with respect to GST/HST: [Gst Applicable]. If GST/HST is applicable, the Buyer shall be responsible for the payment of GST/HST unless the Purchase Price is stated to be inclusive of GST/HST. The Seller warrants that the Seller’s GST/HST registration number shall be provided if the Seller is a registrant under the Excise Tax Act (R.S.C. 1985, c. E-15).
11. LAND TRANSFER TAX
The Buyer shall be responsible for the payment of all applicable land transfer taxes, property transfer taxes, or deed transfer taxes as required by the Province of [Governing Province], including any municipal land transfer tax if applicable. The Buyer acknowledges that Land Transfer Tax rates vary by province and that certain exemptions or rebates may be available for first-time home buyers.
12. RISK OF LOSS
The Property shall be and remain at the risk of the Seller until the Closing Date. If, prior to the Closing Date, the Property is substantially damaged, the Buyer may at the Buyer’s option either: (a) terminate this Agreement and receive a full refund of the Deposit; or (b) complete the purchase and receive an assignment of the Seller’s insurance proceeds with respect to such damage.
13. PLANNING ACT COMPLIANCE
This Agreement shall be effective to create an interest in the Property only if the provisions of the applicable provincial planning legislation (including the Planning Act, R.S.O. 1990, c. P.13, if in Ontario) are complied with.
14. NOTICES
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized courier; or (c) upon confirmed transmission by email. Notices to the Buyer shall be sent to [Buyer Address], [Buyer City], [Buyer Province] [Buyer Postal Code], phone: [Buyer Phone], or by email to [Buyer Email]. Notices to the Seller shall be sent to [Seller Address], [Seller City], [Seller Province] [Seller Postal Code], phone: [Seller Phone], or by email to [Seller Email].
15. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the purchase and sale of the Property and supersedes all prior negotiations, representations, and agreements, whether written or oral. This Agreement may only be amended by a written instrument signed by both Parties.
16. SEVERABILITY
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
17. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of [Governing Province] and the applicable federal laws of Canada. The Parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of [Governing Province].
18. TIME OF THE ESSENCE
Time shall be of the essence of this Agreement in all respects. Any waiver or extension of time must be in writing signed by the Party granting the waiver or extension.
19. SUCCESSORS AND ASSIGNS
This Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, successors, and assigns. The Buyer shall not assign this Agreement without the prior written consent of the Seller.
IN WITNESS WHEREOF, the Parties have executed this Agreement of Purchase and Sale as of the Agreement Date.
Buyer
________________
Signature
Seller
________________
Signature
What Is a Agreement of Purchase and Sale (Canada)?
An Agreement of Purchase and Sale in Canada sets the price, conditions, and closing terms for the sale of real property between buyer and seller, governed primarily by provincial real property and Land Titles legislation.
The agreement creates mutual obligations: the seller commits to delivering good and marketable title free from liens and encumbrances, while the buyer commits to paying the purchase price and completing the transaction by the closing date. Unlike a letter of intent or expression of interest, a fully executed Agreement of Purchase and Sale is binding, and breach can result in forfeiture of the deposit, an order for specific performance compelling the sale (as affirmed by the Supreme Court of Canada in Semelhago v. Paramadevan, [1996] 2 S.C.R. 415), or compensatory damages.
Canadian real estate transactions are completed through provincial electronic land registration systems. Ontario uses the Teraview electronic registration system under the Land Registration Reform Act (R.S.O. 1990, c. L.4). British Columbia uses the BC Land Title and Survey Authority (LTSA) under the Land Title Act (R.S.B.C. 1996, c. 250). Alberta uses the SPIN2 system under the Land Titles Act (R.S.A. 2000, c. L-4). In all provinces, a lawyer or notary public (notaire in Quebec) is required to complete the registration of the transfer.
The legal framework governing the Agreement of Purchase and Sale (Canada) in Canada draws on several key statutes and regulatory bodies. Under provincial residential tenancies legislation — including Ontario's Residential Tenancies Act 2006 and British Columbia's Residential Tenancy Act (SBC 2002) — the Landlord and Tenant Board (Ontario) or Residential Tenancy Branch (BC) adjudicates disputes. The Land Title Act governs property registration through provincial land title offices. The Canada Revenue Agency (CRA) administers the non-resident property tax and GST/HST on real estate transactions. Parties executing a Agreement of Purchase and Sale (Canada) in Canada should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Provincial Real Property Acts sets the foundational requirements.
When Do You Need a Agreement of Purchase and Sale (Canada)?
A Canadian Agreement of Purchase and Sale is required whenever residential or commercial real property is being transferred for consideration. The most common scenario is the purchase of a home, whether a first-time purchase, an investment property acquisition, or a move-up purchase. In Canada, unlike some U.S. states, real estate lawyers are involved in virtually every transaction to conduct title searches, prepare closing documents, and register the transfer at the Land Titles Office.
The Canada Agreement of Purchase and Sale (Canada) agreement is essential for new construction purchases from builders, where GST/HST (5% federal GST, or 13% HST in Ontario, 15% in Atlantic provinces) applies to the purchase price and must be addressed in the contract. Resale transactions between private parties are generally GST/HST-exempt but require careful attention to Land Transfer Tax obligations, which vary significantly by province. Ontario charges a tiered rate from 0.5% to 2.5% of the purchase price (plus a Toronto municipal LTT for properties within Toronto), while British Columbia charges a Property Transfer Tax of 1% on the first $200,000 and 2% on the balance up to $2 million.
The agreement is also needed for vacant land purchases, farm property acquisitions, commercial property transactions, and estate sales. Without a properly executed Agreement of Purchase and Sale, neither party has enforceable rights, and disputes over property defects, deposit refunds, or closing delays can result in costly litigation. Canadian courts regularly enforce these agreements through orders for specific performance, particularly when the property is unique and damages would be inadequate.
Parties in Canada should prepare a Agreement of Purchase and Sale (Canada) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under provincial residential tenancies legislation — including Ontario's Residential Tenancies Act 2006 and British Columbia's Residential Tenancy Act (SBC 2002) — the Landlord and Tenant Board (Ontario) or Residential Tenancy Branch (BC) adjudicates disputes. The Land Title Act governs property registration through provincial land title offices. The Canada Revenue Agency (CRA) administers the non-resident property tax and GST/HST on real estate transactions. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Agreement of Purchase and Sale (Canada)
Every enforceable Canadian Agreement of Purchase and Sale must identify the parties with full legal names and addresses, along with a complete legal description of the property that matches the registered title at the provincial Land Titles Office. The agreement must include the Property Identification Number (PIN) in Ontario or the Parcel Identifier (PID) in British Columbia, as these unique numbers are required for electronic registration.
The purchase price must be stated in Canadian dollars, along with the deposit amount and the identity of the deposit holder (typically the listing brokerage or a lawyer’s trust account). The deposit is held in trust pending closing, and the Interest Act (R.S.C. 1985, c. I-15) and provincial trust account rules govern how these funds are managed.
Conditions are a critical component. The financing condition gives the buyer time to obtain mortgage approval, which in Canada requires passing the OSFI Guideline B-20 mortgage stress test for federally regulated lenders. The inspection condition allows the buyer to conduct professional inspections and terminate the agreement if the results are unsatisfactory. Each condition must specify a waiver date by which the buyer must either fulfill or waive the condition in writing.
The agreement must address fixtures (items permanently attached to the property, such as built-in appliances and light fixtures) and chattels (movable items like refrigerators and washing machines). The UFFI (urea formaldehyde foam insulation) disclosure clause is standard in Canadian real estate practice, as UFFI was banned in Canada in 1980. Environmental disclosures, including cannabis grow operation history, are increasingly required. GST/HST applicability must be clearly stated, and the closing date, possession time, and governing law clause (referencing the province where the property is located) complete the essential elements.
Additional compliance elements for a Agreement of Purchase and Sale (Canada) used in Canada include: Under provincial residential tenancies legislation — including Ontario's Residential Tenancies Act 2006 and British Columbia's Residential Tenancy Act (SBC 2002) — the Landlord and Tenant Board (Ontario) or Residential Tenancy Branch (BC) adjudicates disputes. The Land Title Act governs property registration through provincial land title offices. The Canada Revenue Agency (CRA) administers the non-resident property tax and GST/HST on real estate transactions. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
Sources & Citations
Statutory citations link to official government sources.
- R.S.C. 1985, c. I-15CA official
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Agreement of Purchase and Sale (Canada) (Canada) [Legal document template]. Forms Legal. https://forms-legal.com/canada/real-estate/purchase-sale/real-estate-purchase-agreement-canada
"Agreement of Purchase and Sale (Canada) (Canada)." Forms Legal, 2026, https://forms-legal.com/canada/real-estate/purchase-sale/real-estate-purchase-agreement-canada.
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year = {2026},
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note = {Free legal document template. Based on Provincial Real Property Acts}
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Frequently Asked Questions
An Agreement of Purchase and Sale is the binding contract between a buyer and seller for the transfer of real property. In Canada, real estate transactions must be in writing under the Statute of Frauds (R.S.O. 1990, c. S.19 in Ontario). The agreement sets out the purchase price, deposit, conditions, closing date, representations, and all terms governing the transfer of title through the provincial Land Titles system. Under Canada law, Provincial Real Property Acts, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under provincial residential tenancies legislation — including Ontario's Residential Tenancies Act 2006 and British Columbia's Residential Tenancy Act (SBC 2002) — the Landlord and Tenant Board (Ontario) or Residential Tenancy Branch (BC) adjudicates disputes. The Land Title Act governs property registration through provincial land title offices. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
The two most common conditions are financing (mortgage approval) and home inspection. A financing condition gives you time to secure mortgage approval from a lender, while an inspection condition allows you to hire a qualified home inspector and terminate the agreement if the results are unsatisfactory. Each condition must include a specific waiver date by which you must either fulfill or waive the condition. Making a firm (unconditional) offer is riskier but may be more competitive in a seller’s market. Under Canada law, Provincial Real Property Acts, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under provincial residential tenancies legislation — including Ontario's Residential Tenancies Act 2006 and British Columbia's Residential Tenancy Act (SBC 2002) — the Landlord and Tenant Board (Ontario) or Residential Tenancy Branch (BC) adjudicates disputes. The Land Title Act governs property registration through provincial land title offices. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
Land Transfer Tax is a provincial tax payable by the buyer when purchasing real property. Ontario charges a tiered rate from 0.5% to 2.5% (plus a Toronto municipal LTT if the property is in Toronto). British Columbia charges a Property Transfer Tax of 1% on the first $200,000 and 2% on the remainder. Alberta does not charge a land transfer tax but charges a flat registration fee. First-time home buyers may qualify for rebates in Ontario (up to $4,000) and BC (full exemption on homes up to $500,000). Under Canada law, Provincial Real Property Acts, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under provincial residential tenancies legislation — including Ontario's Residential Tenancies Act 2006 and British Columbia's Residential Tenancy Act (SBC 2002) — the Landlord and Tenant Board (Ontario) or Residential Tenancy Branch (BC) adjudicates disputes. The Land Title Act governs property registration through provincial land title offices. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
GST (5%) or HST (13% in Ontario, 15% in Atlantic provinces) applies to the purchase of new construction homes, substantially renovated homes, and vacant land sold by a GST/HST registrant for commercial purposes. Resale homes (previously occupied) are generally exempt from GST/HST. Buyers of new homes may qualify for the GST/HST New Housing Rebate, which can reduce the tax burden on homes below certain price thresholds. Under Canada law, Provincial Real Property Acts, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under provincial residential tenancies legislation — including Ontario's Residential Tenancies Act 2006 and British Columbia's Residential Tenancy Act (SBC 2002) — the Landlord and Tenant Board (Ontario) or Residential Tenancy Branch (BC) adjudicates disputes. The Land Title Act governs property registration through provincial land title offices. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
UFFI (Urea Formaldehyde Foam Insulation) is a type of insulation that was injected into wall cavities in Canadian homes primarily during the 1970s. It was banned in Canada in 1980 due to health concerns related to formaldehyde gas emissions. Canadian real estate practice requires sellers to disclose whether UFFI has ever been present in the property, regardless of whether it has been removed. UFFI disclosure is a standard clause in the Ontario OREA Agreement of Purchase and Sale and equivalent forms in other provinces. Under Canada law, Provincial Real Property Acts, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under provincial residential tenancies legislation — including Ontario's Residential Tenancies Act 2006 and British Columbia's Residential Tenancy Act (SBC 2002) — the Landlord and Tenant Board (Ontario) or Residential Tenancy Branch (BC) adjudicates disputes. The Land Title Act governs property registration through provincial land title offices. Forms-legal.com provides this template as a starting point for Canada-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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