Dehkordi v. O’Dell 2025 ONSC 6654
In a recent case, Dehkordi v. O’Dell, a Motions Court Judge was called upon to interpret two paragraphs. Initially, it was an inspection condition and a mortgage condition.
The intention was to have the Offer “unconditional”, but the agent wanted to make note of the fact that the Buyer had authorized him to proceed without them.
So, he inserted both conditions. Then, he came along and “x” out every second line in each of the paragraphs.
Here’s two paragraphs in the Judgment:
“[51] Mr. Dehkordi’s assertion that Mr. Nahvi “meticulously” removed every other line to ensure that the Conditions remained is not believable. I arrive at this conclusion because accepting Mr. Dehkordi’s assertion would largely render the Conditions unintelligible. If Mr. Dehkordi’s argument is accepted, the wording of the provisions would read as follows:
- This Offer is conditional upon the inspection of the subject property by a home inspector at the Buyer’s own expense, and the obtaining of a personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule there to offer, that this condition is fulfilled, Offer shall be null and void and the deposit shall be returned to the Buyer in full without deduction. The Buyer and may be waived at the Buyer’s sole option by notice in writing to the Seller as aforesaid within the time period stated herein.
- This Offer is conditional upon the Buyer arranging, at the Buyer’s own expense, a new Mortgage satisfactory to the Buyer in the Buyer’s sole for the delivery of notice in this Agreement of Purchase and Sale or any Schedule there to not later than 11:59 p.m. on the Seven banking day be null and void and the deposit shall be returned to the Buyer in full without deduction. The condition is included for the benefit of the Buyer.
I agree with the O’Dells and Mr. Chenani that the above text is “awkward,” “incomprehensible” and “gibberish.” The only common-sense interpretation of the Conditions is that they were intended to be removed.
[52] The above determination is sufficient for finding that the APS was not conditional. However, as a matter of completeness, I will go on to consider the “factual matrix.”That conclusion was fine in this particular case. The agent was lucky! But what happens if the “every second line deleted” approach is readable? It might be! And, that would represent a real problem.
So, if you don’t want to include a clause:
- “x” out the entire clause, or
- Run a “z” through the entire paragraph, or
- Simply delete the clause.
Here, we had a lucky real estate agent who could point to the paragraph and say “read it, it’s just plain nonsense”!
Brian Madigan LL.B., Broker