Consideration vs. Signed under Seal

Question:

What is the need for seals if we have consideration for a contract? Could you explain?

Answer:

Two people are just talking unless there is a contract.

So, the first step to confirm a contract would be the use of a seal. If that’s the case, you don’t need anything more. The presence of the seals was evidence that the parties intended a contract and it was not just “talk”. This is good evidence of that “contractual intention”.

If there are no seals, then you need to prove that there was a “deal” and it wasn’t just “talk”. So, in that regard you need consideration to prove the existence of a contract. That’s a promise in exchange for a promise.

For Agreements of Purchase and Sale, as drafted by OREA, we have both.

But, for Offers there’s no consideration. So, the irrevocable clause is not binding, and an Offer could be withdrawn provided that took place prior to acceptance. That’s where the seal comes in. It locks in an irrevocable date on an Offer.

You might also not that in a Standard form Agreement as drafted by OREA, there is no consideration flowing to the Spouse who consents to part with “possession” but is not registered on title. Here, the “seal” locks them into the deal.

Brian Madigan LL.B., Broker

www.OntarioRealEstateSource.com