The entire agreement clause is an important aspect of an Ontario real estate offer. It is a clause that appears in most real estate agreements and serves to define the scope of the agreement between the Buyer and the Seller.
Firstly, what is the entire agreement clause? The entire agreement clause is a provision in a real estate contract that states that the written agreement represents the entire understanding between the Buyer and Seller. This means that any previous verbal or written agreements are superseded by the current written agreement. The entire agreement clause ensures that the terms and conditions of the agreement are clearly outlined and agreed upon by both parties, minimizing the potential for misunderstandings or disputes.
The purpose of the entire agreement clause is to provide a clear and unambiguous understanding of the agreement between the parties. It prevents either party from relying on any previous conversations, negotiations, or representations that are not contained in the written agreement. This helps to avoid disputes and ensures that both parties are bound by the terms of the written agreement.
For Buyers, the entire agreement clause provides protection against any promises made by the Seller outside of the written agreement. Buyers can rely on the written agreement as the definitive and complete agreement between the parties, and can ensure that any promises made by the seller are contained within the written agreement.
For Sellers, the entire agreement clause provides protection against any claims made by the Buyer outside of the written agreement. Sellers can be confident that the written agreement contains all the terms and conditions agreed upon by both parties, and that the Buyer cannot rely on any promises or representations made outside of the written agreement.
It is important to note that the entire agreement clause does not prevent a party from seeking relief from misrepresentation or fraud. If a party can demonstrate that the other party made a misrepresentation or engaged in fraudulent conduct, they may be able to seek a remedy even if the misrepresentation or fraud was not contained in the written agreement.
In conclusion, the entire agreement clause is an important provision in an offer. It provides clarity and certainty for both Buyers and Sellers, ensuring that the terms and conditions of the agreement are clearly defined and agreed upon. While it does not prevent claims for misrepresentation or fraud, it does provide protection against claims based on promises or representations made outside of the written agreement.
Brian Madigan LL.B., Broker