The Buyer included a clause as follows:
“The Seller agrees that this agreement is null in case the property is not vacant at the closing date.”
This is a rather strange clause, obviously drafted by someone who is not familiar with drafting clauses. The issue here, is just what does this clause mean? Maybe, the transaction in fact closed on the closing date. Is the Tenant still there. If their lease ended on the closing day, the Tenant has the right to be there until 11:59 pm. Closing should have taken place by 5:00 pm. Precisely, what actual “time” during the day are we talking about?
It says the Seller agrees, but don’t we want this to read the “parties”, not just the Seller. Usually, the reference would be “null and void”, not just “null”.
The intention should be that the Buyer would get their deposit returned, but this clause doesn’t say so.
Maybe the property went up in value by several hundred thousand by closing date, does the Buyer get that money? No! Do they get a choice? No!
This certainly is a very poorly worded Offer from the Buyer’s perspective.
Brian Madigan LL.B., Broker