Conditions and Firming Up

The Notice of Fulfillment (NOF), Waiver and Amendment will all work in firming up a deal.

The Amendment is risky to use since it involves 2 parties, whereas the NOF and Waiver just require 1 party alone.

The NOF was created for True Conditions Precedent, and not for any other purpose. It exists in Ontario, but most other jurisdictions don’t use it.

The Ontario Court of Appeal just said in 2018 that an NOF was totally unnecessary for a True Condition Precedent. So, remember, that was the only reason for it in the first place. Basically, Ontario should be “done” with the NOF except for the fact that it was never properly taught in the first place.

Technically, it’s not really “firming up”. It was already firm. You are just moving from “conditional” to “unconditional”.

Brian Madigan LL.B., Broker

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