Real Estate Purchase Offer (Quebec)

A Quebec real estate purchase offer (offre d'achat immobilier) is a formal written proposal by which a buyer (acheteur) offers to purchase immovable property from a seller (vendeur) under the Code civil du Quebec arts. 1708-1784. Once the seller accepts the offer within the stipulated deadline, it becomes a binding synallagmatic contract creating mutual obligations enforceable before the Superior Court of Quebec. Unlike common law provinces where a lawyer or real estate agent can close the transaction, all transfers of immovable property in Quebec must be completed before a notary (notaire) through a notarial deed of sale (acte de vente notarie) published at the Registre foncier du Quebec under CCQ arts. 2938-2941, making the transfer opposable to third parties. The purchase offer establishes all essential terms of the sale including the purchase price in CAD, the deposit (arrhes) governed by CCQ art. 1711, conditions precedent for financing and building inspection, the seller's declarations about hidden defects under CCQ art. 1726, and the target closing date. In Quebec, real estate brokers (courtiers immobiliers) must hold a licence issued by the Organisme d'autoreglementation du courtage immobilier du Quebec (OACIQ). The OACIQ provides standardized offer forms, though private offers without broker involvement are valid under the CCQ. Under Quebec law, the Civil Code of Quebec governs contractual obligations and property rights, and the duty of good faith under CCQ art. 1375 applies from the start of negotiations.

The warranty against hidden defects (garantie contre les vices caches) under article 1726 of the Civil Code of Quebec is one of the most important seller obligations in Quebec real estate law. The seller automatically warrants that the immovable property is free from latent defects (vices caches) that render it unfit for its intended use or that so significantly diminish its usefulness that the buyer would not have purchased it, or would have paid a lower price, had they known. This statutory warranty applies even if the seller was unaware of the defects, distinguishing Quebec civil law from many other legal systems. To invoke the warranty, the buyer must prove that the defect existed before the sale, was unknown to the buyer at the time of purchase, was not apparent through ordinary inspection, and renders the property unfit or significantly less useful. The buyer has three years from the date of discovery of the defect (not from the date of sale) to bring a legal claim before the Superior Court of Quebec or the Court of Quebec depending on the amount. Sellers may exclude this warranty by an express as-is clause (clause sans garantie legale) in the purchase offer, but buyers purchasing at a lower price in exchange for waiving the warranty assume the full risk of hidden defects. The Organisme d'autoreglementation du courtage immobilier du Quebec (OACIQ) and notaries in Quebec advise sellers to make complete voluntary disclosures about known defects to reduce litigation risk.

Quebec real estate transactions must be completed before a notary (notaire) because the Civil Code of Quebec arts. 2938 and 2941 require that transfers of real rights in immovable property be evidenced by a notarial deed (acte authentique) and published at the Registre foncier du Quebec to be opposable to third parties including subsequent purchasers and creditors. This is a fundamental feature of Quebec's civil law system that distinguishes it from all other Canadian provinces, where lawyers or licensed conveyancers can close real estate transactions. The notary in Quebec is a public officer regulated by the Chambre des notaires du Quebec who independently verifies the identities of the parties, confirms that the seller has valid title free from undisclosed charges, ensures that all mortgage discharges (mainlevees d'hypotheque) are registered at the Registre foncier du Quebec, collects and distributes the purchase price (including holding the deposit in trust), and registers the buyer's new hypothec (mortgage) if applicable. Without notarial publication at the Registre foncier, the buyer's ownership rights are not opposable to third parties. The notary also verifies compliance with the municipal zoning rules, confirms whether any servitudes (servitudes) affect the property under CCQ art. 1723, and checks for any outstanding municipal or school tax arrears. Revenu Quebec may require payment of Quebec land transfer duties (droits de mutation immobiliere) upon closing, calculated on the purchase price.

Under article 1711 of the Civil Code of Quebec, arrhes (earnest money deposit) serve as confirmation that the contract of sale exists between the parties. The deposit amount is typically 5-10% of the purchase price, paid by the buyer to the seller's notary or real estate broker upon acceptance of the purchase offer. The legal consequences of arrhes in Quebec are precisely defined: if the buyer defaults after the offer becomes unconditional, the seller keeps the full deposit as liquidated damages. If the seller defaults after acceptance, the buyer is entitled to recover double the amount of the deposit from the seller. These consequences apply automatically under CCQ art. 1711 without the need for a separate damages claim, making arrhes an important enforcement mechanism in Quebec real estate. The deposit is held in trust by the designated notary or the real estate broker's trust account (compte en fideicommis) maintained under OACIQ rules until the notarial deed of sale is signed, at which point it is applied against the purchase price. If the offer falls through because a condition precedent — such as financing or building inspection — is not satisfied within the agreed deadline, the deposit is refunded to the buyer in full. The Civil Code of Quebec art. 1375 requires the buyer to make genuine efforts to satisfy conditions precedent in good faith. Revenu Quebec may treat unreturned deposits differently for income tax purposes depending on the circumstances of the transaction.

Yes. A Quebec real estate purchase offer routinely includes two standard conditions precedent: a financing condition (condition de financement) and a building inspection condition (condition d'inspection en batiment). The financing condition gives the buyer a defined period — typically 5 to 15 business days — to obtain mortgage approval from a financial institution at acceptable terms. If financing is not obtained within that period, the offer becomes null and the deposit is refunded. Article 1375 CCQ (obligation de bonne foi) requires the buyer to make genuine efforts to secure financing — a buyer who simply fails to apply cannot invoke the condition in bad faith to withdraw. The building inspection condition gives the buyer the right to retain a certified building inspector (inspecteur en batiment) recognized by a professional association such as the Association des inspecteurs en batiments du Quebec (AIBQ) or the Organisme de certification des inspecteurs en batiment (OCIB). If the inspection reveals significant defects — typically defined in the offer as defects costing more than a specified threshold amount to repair — the buyer may withdraw from the transaction and recover the deposit. The OACIQ recommends that the offer clearly define what constitutes a satisfactory inspection result. Other common conditions include the prior sale of the buyer's current residence, condominium document review for copropriete divise transactions, and environmental assessment for commercial properties. All conditions must be satisfied or waived in writing within the agreed deadlines.