The Confirmation of Acceptance clause in a standard form agreement is of recent origin. However, it is a very worthwhile statement.
It is indicative of the fact that the offer or counter offer was accepted within the time limited for acceptance, namely the ‘irrevocable date”, and “time”.
Let’s have a look at the standard form agreement of purchase and sale and see what it says in that regard to confirmation of acceptance:
“CONFIRMATION OF ACCEPTANCE: Notwithstanding anything contained herein to the contrary, I confirm this Agreement with all changes both typed and written was finally accepted by all parties at____a.m./p.m. this_____day____of_____20___
______________________
(Signature of Seller or Buyer)”
Let’s have a look at each line, thought, or partial sentence by a letter of the alphabet for later review:
“CONFIRMATION OF ACCEPTANCE:
A) Notwithstanding anything contained herein
B) to the contrary,
C) I confirm this Agreement
D) with all changes
E) both typed and written
F) was finally accepted by all parties
G) at____a.m./p.m. this_____day____of_____20___
H) (Signature of Seller or Buyer)
So, now let’s have a look at each of the sentences or partial sentences and see what we come up with.
A) Notwithstanding anything contained herein
The intention is to have this statement override anything else.
B) to the contrary,
This assumes that the agreement may contain some conflicting wording somewhere.
C) I confirm this Agreement
This is a statement to be completed by the person who finally accepted the offer or counter offer as the case may be. Effectively, it could be either party.
D) with all changes
This confirms that all the additions, insertions and deletions are intended to be included.
E) both typed and written
The additions, insertions and deletions, all intended to “amend” the document are included.
F) was finally accepted by all parties
This confirmation is known by the last party, since there is an offer available which is capable of acceptance. However, it could subsequently be completed afterwards by the Offeror, now, knowing that acceptance has already taken place.
G) at____a.m./p.m. this_____day____of_____20___
This is a confirmation of time. It would be best if this time was within the irrevocable time period, but that is not a requirement.
H) (Signature of Seller or Buyer)
This statement is completed by the offeree (usually) following acceptance and that can be either the buyer or the seller.
Comment
This is a very good clause to have in an agreement. Previously, it was never clear to the legal profession whether the offer was accepted in time. Naturally, if it were too late, then the offers expires and cannot be accepted, There is no agreement, just a series of negotiations.
The statement doesn’t go any further than that. If there is a dispute, then both parties will be required to testify.
Brian Madigan LL.B., Broker
www.OntarioRealEstateSource.com