Furniture Included with Poorly Worded Clause

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Question:

In the Agreement of Purchase and Sale under Chattels Included, it states:

“includes All the furnitures are included excluding staged furniture”

In Schedule A, there is a reference as follows:

“Furniture included: dining table with 6 chairs, breakfast table with 4 chairs….”.

Here, there is a rather comprehensive list.

What happens with the items “not” on the list? What if they are overlooked and not mentioned?

Can the Seller keep them, is the seller allowed to leave them or must they be removed?

If “all” means “all” then why make a list?

The Seller now wants to keep two items which are not on the list.

Answer:

Usually, the detailed list will be simply for “greater certainty”. These two items already are included, because the Agreement of Purchase and Sale says “all furniture”. They just didn’t happen to be added to the detailed list.

The preferred wording would be something along these lines:

“Furniture included as set forth in Schedule C attached”.

Now, we have a comprehensive list!

So, in this case, the Seller has already sold them and they are included in the purchase price. If they want them, then, they can buy them back.

In most cases, if they are part of the sale of resale residential property then there will be no HST. If there was a separate unrelated purchase, then there would be HST.

Brian Madigan LL.B., Broker

www.OntarioRealEstateSource.com

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