Lawyer’s Approval Clauses

Question:

I might be inclined to look at a Buyer’s condition drafted as a condition subsequent because it involves less paperwork.

Answer:

Here are two clauses They are slightly different from one another, one is drafted as a Condition Precedent and the other as a Condition Subsequent:

Condition Precedent

This Offer is conditional upon the approval of the terms hereof by the Buyer’s Solicitor. Unless the Buyer gives notice in writing delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, that this condition is fulfilled, this Offer shall be null and void and the deposit shall be returned to the Buyer in full without deduction. This condition is included for the benefit of 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.

Condition Subsequent

The Buyer may terminate this Agreement through written notice delivered to the Seller personally or in accordance with any other provisions for the delivery of notice in this Agreement of Purchase and Sale or any Schedule thereto not later than _____ p.m. on the _____ day of __________, 20_____, if the Buyer’s Lawyer has not approved the Agreement both with respect to legal and business issues relating to the transaction. Upon receipt of the above notice, this Agreement shall be null and void and the deposit shall be returned to the Buyer in full without deduction. If no such notice is received within the above time limit, then this term of contract shall be deemed waived by the Buyer and this Agreement shall remain valid and binding whether or not such review had been arranged or undertaken.

Comment

With the Condition Precedent, you need an “active step”, to keep the deal alive. However, if you have a Condition Subsequent, and the deal is to go ahead, you don’t have to do anything. There’s no extra work involved.

Brian Madigan LL.B., Broker

www.OntarioRealEstateSource.com

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