Conditional on the First Deal

Express and Implied Conditions: Legal Provisions, Examples etc

This is a clause under consideration for review:

“This offer is conditional on the failure of the existing, conditional Agreement of Purchase and Sale related to the subject property. The Seller shall provide a Notice of fulfillment of this condition by 9:00pm on October 8th 2022, failing which this Offer shall be null and void and no deposit shall be made by the buyer.”

Here is the same clause slightly reworded:

“This Offer is conditional on the failure of the existing, conditional Agreement of Purchase and Sale related to the subject property to become unconditional by 9:00 pm on 8 October 2022. The Seller shall deliver to the Buyer a Notice of Non-Fulfillment of this condition by 10:00 pm on 8 October 2022, failing which this Offer shall become null and void and no deposit shall be required to be submitted by the Buyer.”

Another Condition slightly more complex:

“This Offer is conditional on the failure of the existing, conditional Agreement of Purchase and Sale (herein referred to as the first agreement) related to the subject property to become unconditional by 9:00 pm on 8 October 2022. The Seller shall deliver to the Buyer a Notice of  Fulfillment or Non-Fulfillment of this condition by 10:00 pm on 8 October 2022, failing which this Offer shall become null and void and no deposit shall be required to be submitted by the Buyer.

In the event the existing condition in the first Agreement is not satisfied, fulfilled or waived, then this Offer shall become unconditional upon receipt of the Notice, and the deposit specified herein shall be paid to the Deposit Holder not later than 11:59 pm two days (excluding Saturdays, Sundays and Statutory Holidays) after such Notice was delivered.”

This condition is drafted as a Condition Precedent. It could also be drafted as a Condition Subsequent.

It might be drafted as a True Condition Precedent, but in this case it was simply left as a Condition Precedent.

Brian Madigan LL.B., Broker

www.OntarioRealEstateSource.com

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