assignment clause orea

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Barristers, Solicitors, Notaries

• Lawson, Clark & Oldman
• Oct 15, 2018

Assigning Agreements of Purchase and Sale for Used Residential Properties

The Ontario Real Estate Association (OREA) form of Agreement of Purchase and Sale (APS) for residential resale homes contains many boilerplate provisions that are found in most contracts. However, one provision that is not contained in this standard APS is in respect to “assignment”. An assignment occurs when a party assigns (i.e., transfers) all of its legal rights and interest in the APS to a third party (the “Assignee”), following which this Assignee then becomes the party in the place and stead of the person who has made this assignment (the “Assignor”). The Assignee is not buying the property from the Assignor, but is rather buying the Assignor’s right to acquire the property from the Seller. The Assignee assumes and agrees to perform all of the Assignor’s obligations under the original APS, including paying the purchase price and adjustment costs on closing – in essence, the Assignee steps into the shoes of the Assignor as Buyer and completes the transaction with the Seller.

Unlike builder agreements for new homes, which usually expressly prohibit assignment without first obtaining the builder’s consent, the standard OREA APS for resale properties does not expressly forbid assignment. As such, these agreements are assignable by default, without needing the consent of the other party. If either party wishes to restrict the ability for the other party to assign its interest in the OREA APS, they would need to insert such restrictive language explicitly in Schedule A to the APS.

Assignments of resale properties can occur for a variety of reasons. For instance, someone can enter into an APS to buy a property, but then has a change of heart or circumstance and now needs a way out of the deal. Another example is when a couple’s offer for their dream home is not accepted in a bidding war, so they decide to make the couple who won the war a better offer in exchange for the right and interest in the APS. Also, if you signed an APS in your individual capacity, but for tax and liability reasons you want your corporation to hold title in your place, you can assign your rights and interest in the APS to such corporation. Finally, many real estate investors tend to be drawn to assignments as they can be a quick way to make a profit.

When the Assignor and Assignee have agreed to an assignment, this agreement needs to be put to writing. OREA has prepared a standard form agreement for this arrangement as well, called an Assignment Agreement. The Assignment Agreement outlines the Assignor’s and the Assignee’s obligations and representations made to one another. In it, the Assignor promises that the original APS is in good standing, that the Assignor is not in breach of any of its obligations to the Seller, and that the Assignor has the right to assign the original APS (i.e., there is no language to the contrary in the original APS). The Assignee must assume all of the Assignor’s obligations per the original APS, in addition to paying the Assignor the stipulated assignment fee as per the Assignment Agreement. The Assignee should always get a copy of the original APS from the Assignor and it should be attached to the Assignment Agreement as a schedule.

The flow of funds between the Assignee, Assignor and Seller can sometimes be confusing. The Assignee on closing pays the Seller the purchase price as listed on the original APS, including all adjustment costs and land transfer tax and other closing costs. The amount the Assignee pays to the Assignor usually equals the price paid to the Assignor as per the Assignment Agreement, minus the original purchase price to be paid to the Seller, plus the deposits paid by the Assignor to the Seller on the original APS. Typically, the balance of the purchase price on the Assignment Agreement to be paid to the Assignor should be paid by the Assignee upon the closing of the original APS.

There are, of course, certain risks and complications for the Assignor and Assignor in these transactions for which they should be made aware. The Assignor is generally still obligated to close on the transaction with the Seller via the original APS if the Assignee defaults or fails to close (but the Assignor would have recourse against the Assignee in this case). If the balance of the funds owed to the Assignor is set to be paid upon the acceptance and execution of the Assignment Agreement (as opposed to being payable upon the closing of the original APS) and the transaction does not close with the Seller, then the Assignee (a) would not receive the property and (b) would be out of pocket the funds it has already provided the Assignor. The Seller may also not always not cooperate with the Assignee, and may insist on only dealing with the Assignor and Assignor’s lawyer. This may occur if the Seller is resentful after discovering that the Assignor profited from assigning the APS. The Seller may feel as if he/she sold the property for under market value if the Assignor is able to assign the original APS for a profit. If the Seller refuses to close with the Assignee or defaults as per its obligations in the original APS, the Assignment Agreement is deemed to be void and the Assignor must return the Assignee’s deposit as per the Assignment Agreement.

An assignment can be an effective way to exit a deal, to get another chance at securing a property you lost in a bidding war, and/or to make a profit. In these types of transactions there is typically three different lawyers: one acting for the Seller, one for the Assignee, and another for the Assignor. Many real estate lawyers are not completely comfortable or competent with handling a real estate transaction involving an assignment. If you find yourself in the position of being an Assignor or an Assignee, be sure to consult with a real estate lawyer with experience in these types of unique deals to ensure your specific rights are protected and the funds are distributed properly.

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• Legal Issues

Assigning an Agreement of Purchase and Sale

Martin Rumack | Jul 26, 2016 | 0 comments

At its essence, an assignment of an Agreement of Purchase and Sale – informally known as “flipping a home” – is a simple concept: A buyer of a new home allows someone else to take over the purchase contract, which allows that person to buy the home.

More specifically, the original buyer enters into a formal Agreement of Purchase and Sale with a builder, and then allows another person – who we will call the “new buyer” – to step into his or her shoes through what is legally known as an “assignment” of that original agreement or offer to buy. The new buyer pays the original buyer a higher price than what was set out in that original agreement; the difference is the original buyer’s profit. All of this takes place after the original buyer has agreed to buy from the builder, but before the deal closes; the original buyer never takes title to the property.

This arises primarily with homes: For newly built homes with typically long closing dates (often 18 months or more), an assignment is particularly attractive in situations where the builder has already sold all of the units in the development early on, but where there is still demand for soon-to-be-completed homes and new condominium units in the development.

The assignment of a new condominium unit is also interesting for similar reasons, although the time frame may be significantly longer depending on when the assignment occurs. This puts the original buyer in position to make a profit by inflating the new price well above what he or she agreed to pay the builder in the first place.

What is the benefit to the new buyer? There can be several:

• The new buyer may be able to buy into a desirable neighbourhood at a time when there are no more units available to be purchased directly from the builder;
• Even taking the original buyer’s profit into account, the assignment may give the new buyer a price advantage over other properties that are currently on the market; and
• Depending on the timing of the assignment, the new buyer may be positioned to choose finishes and make minor changes to the yet-to-be-built home.
• Whatever the respective motivations of the original and new buyer, the assignment of an Agreement of Purchase and Sale has many specific features – and just as many potential pitfalls.

When can an agreement of purchase and sale be assigned?

Unlike the standard Ontario Real Estate Association (OREA) agreements, many builders’ own (customized) Agreements of Purchase and Sale contain a clause that generally prohibits the assignment of the contract outright – or else allows it only with strict conditions and in exchange for a significant fee payable to the builder.

In fact, the vast majority of new home or condominium-purchase agreements do not allow the original buyer to assign the contract to someone else and stipulate that any attempt by the buyer to do so, or to list the home for sale on the MLS system or otherwise, or else list the property for rent, will put the original buyer in breach of the agreement. This triggers the builder’s right, with notice, to terminate the original agreement, keep the original buyer’s deposit and seek additional damages from him or her. (And in most cases, the original buyer’s agreement is “dead”; he or she cannot go back and try to complete the transaction as if no assignment had taken place).

All of this means that anyone who has agreed to purchase a home from a builder should give careful consideration to, and should seek legal advice prior to signing the agreement, or in the case of condominium units during the 10-day cooling-off period in order to determine whether it’s possible to assign the agreement in the first place.

This in turn involves a careful review of the clauses in that agreement.

Typical (and not-so-typical) provisions

As a practical matter, there are as many variations in these types of provisions as there are builders.

Many Agreements of Purchase and Sale will include a largely standard “no assignment” clause, which disentitles the original buyer from “directly or indirectly” taking any steps to “lease, list for sale, advertise for sale, assign, convey, sell, transfer or otherwise dispose of” the property or any interest in it.

A potential exception – and this is important – arises if the builder gives prior written consent, although in the more draconian version of these kinds of contract, that consent may be “unreasonably and arbitrarily withheld” by the builder, essentially on its whim. In other words, the buyer is not allowed to deal with the property, unless the builder pre-approves it in writing, but in many cases the builder has no obligation to give that approval and may withhold it for any reason whatsoever, including unreasonable and arbitrary ones.

(With that said, the “no assignment” clause in some agreements will allow for express exceptions or situations where the builder will not withhold consent, for example: a) assignments made to a member of the original buyer’s immediate family; or b) where the builder has determined that a sufficient and satisfactory percentage of the available units have already been sold).

The bottom line is that the basic clause in an Agreement of Purchase and Sale may or may not allow for the assignment of the agreement to a new buyer, and if it is allowed, it will be subject to specified conditions such as obtaining the builder’s written consent. Most agreements will embellish this basic clause by adding further written stipulations such as:

• Having both the original buyer and the new buyer sign an Assignment Agreement that has been drafted by the builder;
• Mandating the original buyer will not assign the agreement until the builder has managed to sell a certain percentage of the units in the overall development (for example, 85 or 90 per cent), and even then it must be with the builder’s written consent as usual;
• Requiring the original buyer to pay a fee to the builder of (for example) $5,000 plus taxes as part of obtaining the builder’s consent to the assignment;
• Requiring the original buyer to pay another fee plus taxes to the builder’s lawyer (ostensibly as a sort of “legal processing fee”);
• Getting the pre-approval of any lending institution or mortgagee that is providing funding to the builder for construction or otherwise;
• Assuming the builder agrees to the assignment in the first place, prohibiting any further assignments of the offer by the new buyer to any subsequent party;
• Confirming that the breach of any of the original buyer’s promises in relation to how and when an assignment can occur will be considered a breach of the whole agreement (and one that cannot be remedied); and
• Requiring the original buyer to confirm in writing that the property is not being purchased for short-term speculative purposes.

Note that even if the Agreement of Purchase and Sale does not expressly allow or provide for it in writing, some builders will permit an original buyer to make an assignment nonetheless. This is because it is always in the builder’s discretion to give up (usually for a fee) its right to technically insist on the purchase going ahead with the original buyer.

Getting the builder’s consent

It’s important to remember that, initially, the original buyer and the builder had a valid legal contract in place that obliged the buyer to purchase a home or condominium unit from the builder. That original buyer, for whatever reason – whether it’s a change of circumstances (such as a change in a marital situation, job transfer to another city, province or country; birth of children resulting in a home/condominium unit being too small for the buyer), cold feet, or simply the desire to make a profit – has subsequently decided to “sell” that right to buy to the new buyer.

To protect the builder, the assignment will contain clauses that are designed to safeguard the builder’s rights. The most important one is that, as discussed, the builder must give its written consent to the assignment. This will often involve specific builder-imposed requirements, fees and forms that must be completed.

Once consent has been obtained, there may be additional restrictions on the manner in which the original owner can market the property. For example, some builders will insist that the property is not to be listed on the MLS system (where it may be competing with the builder’s own listings for still-unsold homes and units in the same development); if the original owner does so nonetheless, it will be tantamount to a breach of the Agreement of Purchase and Sale, which could entitle the builder to damages, or rescission of the Agreement of the Purchase and Sale while retaining the deposits paid, as well as the monies paid for extras.

However, aside from any marketing/advertising restrictions that may be imposed, the original buyer must clearly indicate in any listing that it is an assignment of an Agreement of Purchase and Sale, not merely an ostensible sale from the original buyer.

Continuing liability after assignment

One key provision in the Agreement of Purchase and Sale – and one that is easy to overlook – may significantly impact whether an original buyer will want to assign his or her agreement at all.

Even though the original buyer has essentially transferred his or her right to buy the property to the new buyer, the original buyer is not fully off the hook. Rather, under the terms of the assignment document, the original buyer can remain liable to go through with the contract if the new buyer does not complete the transaction with the builder.

This written obligation appears in the original buyer’s Agreement of Purchase and Sale, and is couched in phrases that give the buyer continuing liability for the “covenants, agreements and obligations” contained the original agreement. But the net effect is that the original buyer remains fully liable should the agreement between the builder and the new buyer collapse. The agreement may also stipulate that the assignee, meaning the person receiving the benefit of the assignment (the new buyer) must sign an “assumption covenant”, which creates a binding contract between the new buyer and the builder.

(Incidentally, in contrast some builder’s agreements quite conveniently allow the builder itself to freely assign the agreement to any other builder registered with Tarion, which completely releases the builder from its obligations.)

The original buyer’s continuing liability under the Assignment Agreement is a major drawback in these types of arrangements. The original buyer always has to balance the risks and rewards inherent in this scenario.

Documenting the transaction

Assuming that the assignment of an offer is even permitted by the builder, then (as with all contracts) it must be documented to reflect and protect the legal right of the parties.

The technical aspects of an assignment require more than simply taking the original buyer’s Agreement of Purchase and Sale with the builder, scratching out his or her name, and replacing it with the new buyer. (Although, in some cases people do try to “squeeze in” assignment-of-offer terminology into a new Agreement of Purchase and Sale made out in the new buyer’s name – but this is definitely NOT recommended).

Rather, a properly documented transaction makes reference to the Agreement of Purchase and Sale between the original buyer and the builder, but adds a separate document called an “Assignment of Agreement of Purchase and Sale.”

OREA provides a standard form that can be used, although in many cases those builders who permit assignments will insist that the original buyer and the new buyer use the builder’s customized assignment forms, rather than the OREA standardized version.

The specifics of the deal – who pays what?

1) recouping the original buyer’s costs .

At the point where the assignment is being negotiated, the original buyer has typically paid a deposit to the builder, may have pre-paid for certain upgrades and extras and has a large balance owing. This means that in the course of striking a deal to achieve the assignment, the original buyer should give some serious thought to the various costs, fees, pre-paid deposits and tax repercussions of the deal, and how these should be reflected in the price that he or she will want the new buyer to pay under the Assignment Agreement. The timing of the payment(s) will also be a consideration.

For both original buyer and new buyer who are considering an assignment arrangement, here are some of the questions to ask:

• Does the price to be paid by the new buyer include any fee that the builder is charging in exchange for the original buyer’s right to assign the Agreement of Purchase and Sale?
• Does it include any deposits paid by the original buyer to the builder, after the agreement was signed? Does it include any interest that has been earned on those deposits?
• Does it clearly state that the new buyer will take over the entire contract, including the adjustments that are to be paid to the builder on closing? Or are those adjustments to be split between new and original buyer?
• Does the price include money paid by the original buyer for extras and upgrades?
• Are there any additional deposits that are still owing to the builder, under the original agreement?
• Who is responsible to pay the additional fee (the builder-imposed fee) in exchange for the builder giving consent? Usually this will be the original buyer, but the parties may negotiate otherwise.
• Does the new buyer agree to take on responsibility under the original agreement for making additional deposit payments until the final closing date (which may still be months or even years away)?
• Does the new buyer have a full understanding of the amount of all the adjustments that must be paid to the builder pursuant to the original agreement?
• If the original buyer has negotiated any special financial incentives into the Agreement of Purchase and Sale that has been reached with the builder, have these been addressed in terms of whether the new buyer will receive the benefit of them?

In any case, the final purchase price payable from the new buyer to the original buyer will typically be made up of:

• The outstanding balance owed to the builder by the original buyer, that will now be payable by the new buyer;
• The total deposits already paid by the original buyer to the builder;
• The total payments already paid by the original buyer to the builder for any upgrades and extras and
• The profit that the original buyer stands to make in the deal.

2) Deposits and interest on deposits

The treatment of deposits and the interest they may have earned merits a brief separate discussion.

Under virtually all Agreements of Purchase and Sale with builders, the original buyer will be required to pay a series of deposits to the builder, starting with the initial deposit paid when the agreement is signed and on a set payment schedule thereafter. The total of those deposits can be significant.

Once the agreement has been assigned to the new buyer, how those deposits are treated will form part of the negotiations. Typically, the original buyer will get those deposits back from the new buyer as part of the overall purchase price of the assignment transaction; he or she will usually receive them at the time the assignment agreement is entered into and the builder has consented to the assignment.

The potential problem with an Assignment Agreement is financing. The original buyer will want his deposit funds returned before closing, but if the new buyer does not have funds on-hand, he or she may find that financing is very difficult to obtain because banks do not advance mortgage funds at the time an Assignment Agreement is entered into; rather, the financial institution will provide funds only on final closing. This can serve as a roadblock to the new buyer’s ability to repay the deposits and potentially to embark on the transaction at all.

The question of who is entitled to the interest on any deposits pre-paid to the builder is also a topic for the original and new buyers to discuss. In many cases, the interest will be only a small amount (if any) and may be credited to the new buyer, rather than the original one. However, in cases where the original buyer has paid significant deposits over time, and where larger interest amounts have accrued, the parties may want to negotiate a different outcome.

3) Land Transfer Tax

When negotiating the deal, the original buyer and the new buyer must discuss the structure of the deal between them, to ascertain the exact selling price on which the Land Transfer Tax (and any Municipal Land Transfer Tax) should be payable; whether it is the original buyer’s price with the builder (net of HST and the HST New Housing Rebate, which is discussed below), or whether it’s the newly inflated price being paid by the new buyer under the assignment.

Generally speaking, it will be the latter, although in some assignment arrangements the parties have attempted to structure it so that they pay the Land Transfer Tax based on the lower initial price asked by the builder, while taking the position that difference between that and the increased price is merely the “fee” paid to acquire the original Agreement of Purchase and Sale entered into with the builder (thus avoiding having the tax calculated on the higher sale price).

In any case, once the Assignment Agreement is reached, it will be the new buyer who is obliged to pay Land Transfer Tax and any Municipal Land Transfer Tax on closing, not the original buyer.

4) HST and the HST New Housing Rebate 

The issue of how HST is to be treated in an assignment scenario is crucial, but is fraught with pitfalls.

The first issue is how HST on the transaction should be calculated. Because the new buyer’s price will inevitably be higher than the one the original buyer agreed to pay to the builder, there is an important issue as to whether the difference – meaning the original buyer’s profit – should be subject to HST (and if so, who will pay it in the transaction).

This determination hinges on whether the assignment is a “taxable supply” under the tax legislation and on whether the original buyer can be considered or deemed a so-called “builder” of the home for HST purposes. This, in turn, involves a number of complex legal concepts and factual findings – including the intentions of the original buyer as to whether the home is going to be a primary residence.

Next, there is the issue of the HST New Housing Rebate. In a typical scenario, the original buyer may have been entitled to the HST New Housing Rebate, based on meeting numerous qualifying requirements and stipulations. However, once he or she assigns the agreement, that eligibility is obviously lost because he or she is no longer taking title to the home on closing. Only one HST New Housing Rebate application per dwelling can be filed.

But once there has been an assignment, it is the new buyer’s circumstances that will determine whether the opportunity for an HST Rebate exists. He or she will have to meet the stipulated legislated requirements and may either apply directly to the Canada Revenue Agency (CRA), or arrange with the builder to have the rebate amount credited right at closing.

Note that the new buyer may want to take steps to protect his or her position in this regard. For example, when negotiating the Assignment Agreement, the new buyer should make the agreement conditional on receiving written confirmation from the builder that any HST New Housing Rebate will be credited to him or her on closing, assuming that the qualifying requirements are otherwise met. Otherwise, if this commitment is not in writing, the builder, being entitled to exercise its discretion on whether to credit the buyer with the rebate amount on final closing, can withhold it and force the new buyer to apply to CRA directly after closing. Obtaining this commitment in writing is especially important, given the likely lack of prior dealing between the builder and the new buyer.

Other things to consider:

1) who is responsible for the documentation.

In addition to ascertaining whether the original buyer or the new buyer will pay for certain items, it is also important to determine – in advance – which of them will take care of arranging the documentation. The questions to ask:

• Who will prepare the documents needed to achieve the assignment? And who will bear the cost?
• Will the builder’s lawyer prepare the builder’s needed consent to the assignment?
• Since the new buyer cannot renegotiate any of the provisions of the agreement that the original buyer entered into with the builder, are any of those terms objectionable, and if so, how will they be resolved and who will bear the cost?

As discussed, the Assignment Agreement will be conditional on the builder giving its consent. From the new buyer’s standpoint, it should also be made conditional on him or her giving close review to the original Agreement of Purchase and Sale (as signed by the original buyer), the Assignment Agreement, as well as any amendments, waivers, notices (and for condominium purchases, the Disclosure Statement). If for no other reason, it will give the new buyer a chance to consider the specific list of adjustments for which he or she will be responsible to pay on closing. Needless to say, this review should be undertaken with the guidance of an experienced lawyer.

Once the terms of the assignment are settled and the builder’s written consent has been obtained, the Assignment Agreement must be drafted and is attached to the original Agreement of Purchase and Sale that the original buyer entered into with the builder.

Incidentally, the builder may have certain requirements that must be incorporated into the process and accommodated as well. For example, the builder will require the new buyer to provide I.D. and will need confirmation that he or she has the financing required to close in place.

2) Tarion registration 

When negotiating the assignment arrangement, the original and new buyers must be aware of the impact of the New Home Warranty Program as administered by Tarion, particularly if the home being “flipped” is a condominium unit.

3) Financing

There may be financial issues for the new buyer to work out before the deal can go ahead.

As usual, the transaction may be conditional on financing, which will be arranged on the higher price that the new buyer has agreed to pay. However, since some mortgage brokers may be unfamiliar with financing an assignment transaction, getting approval for the new buyer’s purchase may be challenging. This is something that needs to be investigated long before the original buyer and the new buyer start their negotiations in earnest.

4) Commission

A final issue to be negotiated is who is paying the commission with respect to the Assignment Agreement transaction. This includes consideration of the specific commission rate, together with the details on how and when the commission gets paid.

While an Assignment Agreement can be beneficial to both the original and the new buyer – and even to the builder (in extra fees) there are many issues to be addressed and negotiated.

As an agent, make sure your client obtains legal advice prior to finalizing any agreement to assign the original Agreement of Purchase and Sale.

Be careful… be aware… and think!

• Agreement of Purchase and Sale

Toronto lawyer Martin Rumack’s practice areas include real estate law, corporate and commercial law, wills, estates, powers of attorney, family law and civil litigation. He is co-author of Legal Responsibilities of Real Estate Agents, 4th Edition, available at the TREB bookstore and at LexisNexis . Visit Martin Rumack’s website .

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Understanding OREA Forms 100 and 101: A Guide for Ontario Real Estate Transactions

Read our guide on OREA Forms 100 and 101. Learn about their differences, main clauses, and their critical role in property transactions.

Published On

June 16, 2023

The real estate market in Ontario involves various forms and documents to facilitate transactions, with the Ontario Real Estate Association (OREA) being the primary body that issues these forms. Among the most critical documents are OREA Form 100 and OREA Form 101. Understanding the differences and purposes of these forms is important for anyone involved in the real estate transaction process.

OREA Form 101 Explained

OREA Form 101, also known as the Agreement of Purchase and Sale, is a document specifically used for condo buying in Ontario. This form is essentially a contract that details the terms of a real estate transaction. During the negotiation process, this document is referred to as an offer. Once the contract is signed by both parties, it becomes an agreement​1.

Key clauses in OREA Form 101 include real property, common expenses, parking and lockers, title and title search, status certificate and management of condominium, meetings, approval of the agreement, and adjustments. These clauses are critical in a condo purchase and contain information about the condo corporation, monthly maintenance fees, parking spaces, restrictions on title, status certificate, and more​1.

OREA Form 100 Agreement of Purchase and Sale

OREA Form 100, like OREA Form 101, is also known as the Agreement of Purchase and Sale, but it is used for all other types of houses in the residential resale market, not just condos. This form outlines the terms and conditions related to the sale of a property and includes critical information such as the price, closing date, and any conditions that must be met for the sale to proceed​​.

Whether you're a buyer or a seller, if you're participating in a real estate transaction in Ontario, you'll likely need to use the OREA Form 100. It provides a clear framework for the agreement between the buyer and seller, ensuring all parties understand the specifics of the sale. This form also serves as the foundation of any real estate deal in Ontario, providing legal protection to all parties involved, reducing potential disputes or confusion during the transaction​​.

Explanations of Main Clauses

Real Property: This clause requires more information to be provided compared to freehold property resales, including details about the condominium property type, legal name of the condominium corporation, condominium plan number, unit number, level number, building number, and the number and level of parking space, among others​1​.

Common Expenses: Also known as monthly maintenance fees, these are charges the condo corporation levies on the buyer to maintain common areas such as the lobby and gym​1​.

Parking and Lockers: If parking and lockers are privately owned, they can be sold separately. If they are for exclusive use, they are transferred with the unit on the closing day​1​.

Title and Title Search: This clause includes registered restrictions on title placed by the Condo corporation, which the buyer must agree to​1​.

Status Certificate and Management of Condominium: The Status Certificate is a crucial document containing vital information that may impact the buyer’s decision. It's typically included in the condition terms of the contract and needs to be reviewed by a lawyer​1​.

Meetings: This clause deals with any meeting notices the seller may have received that could impact the buyer

Approval of the Agreement: The condo corporation reserves the right to disapprove of the transaction. If it does, the agreement is null and void​1​.

Adjustments: Unlike Form 100, Form 101 does not adjust for the seller’s share of any assets or liabilities of the Condominium Corporation. This includes any reserve or contingency fund to which the seller may have contributed prior to the date of completion. All the rest is prorated by the completion day​1​.

These clauses are an integral part of OREA Form 101 and provide crucial details that inform the real estate transaction.

Mastering the Closing Process

Understanding the nuances of OREA Forms 100 and 101 is vital for anyone involved in a real estate transaction in Ontario. Both documents serve as the Agreement of Purchase and Sale but are used for different property types. While Form 101 is used for condo purchases, Form 100 is utilized for all other types of residential resales.

These forms contain critical information that both the buyer and seller need to understand thoroughly, as they form the legal foundation of the real estate transaction. They detail the specifics of the sale, providing legal protection to all parties involved and reducing potential disputes or confusion during the transaction. Therefore, it's recommended that anyone involved in such transactions familiarize themselves with these forms or consult a real estate professional for advice.

Contact TDJ Law for Help with OREA Form 100 or OREA Form 101

Navigating the complexities of Ontario's real estate market can be challenging. OREA Forms 100 and 101 are integral to residential property transactions, and understanding them fully is important for a successful deal.

At TDJ Law, we have a team of experienced real estate lawyers who can help simplify these forms and guide you through the entire process. We can ensure that your rights are protected, and all the legal requirements are met. Whether you're buying a condo or another type of residential property, we're here to provide expert assistance and peace of mind.

Don't let legal jargon or complex clauses hinder your real estate journey. Reach out to us today and let our team help you understand and navigate OREA Form 100 or OREA Form 101.

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Assignment Clause

In regards to the assignment clause below, would this clause be added to the Agreement of Purchase and Sale between the assignor and the assignee?

The Buyer acknowledges that the Seller has purchased the property by way of a prior accepted Agreement of Purchase and Sale, a copy of which is attached as Schedule “_____” hereto, and the Seller is assigning the Seller’s rights thereunder to the Buyer. Upon acceptance of this Offer, the Seller shall give written notice of Assignment to any other parties affected by this Agreement. If the Seller is unable to complete the transaction by reason of default of the party from whom the Seller has purchased the property, the Seller shall not be liable for any damage or loss incurred by the Buyer, and this Agreement of Purchase and Sale shall become null and void and the deposit shall be returned to the Buyer in full without deduction.

There is actually an “Assignment Agreement” which deals with this in greater detail upon the assumption that it is an unregistered condominium. It deals with a variety of additional issues, not just the actual assignment itself.

It’s important to remember, that all contracts can be assigned unless the original Seller has included a clause which would prevent an assignment.

Usually, assignments are prevented unless the original Seller consents, and they will do so, only upon their own terms.

Brian Madigan LL.B., Broker

www.OntarioRealEstateSource.com

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OREA Form 150

Get your orea form 150, assignment of agreement of purchase and sale, condominium in 3 easy steps.

• 01 Fill and edit template
• 02 Sign it online
• 03 Export or print immediately

What Is OREA Form 150?

The full name of the document is OREA form 150 assignment of agreement of purchase and sale condominium. It was created by the Ontario Real Estate Association and approved by Toronto Real Estate Board. It is widely used in Ontario Province by realtors and private citizens who want to sell or buy condominiums in the area.

The form is a legal agreement between parties that secures the rights of both parties and documents the steps that are made during the purchase process. If you are not from the area, you have to pick another form. A real estate agent can provide you with the form, or you can find it online and sign the document yourself. Yet, the document must be signed by a witness and provided to the brokerage afterward.

The standard agreement between two parties allows easy selling and buying of condominiums in Ontario. The document must be checked by the broker. It has to be made in accordance with the local laws.

What I need the OREA form 150 for?

• As a buyer, you need OREA form 150 whenever you want to purchase a condominium in Ontario. You can’t buy the property without the official agreement signed by the witnesses, broker, and seller. The document secures your interests since you don’t need to prove that you’ve paid the price and the seller agreed to sell the property. You can provide the deadline there as well;
• As a seller, you need an assignment of agreement of purchase and sale Ontario to make sure that buyer will not break the deal. You receive the money you agreed upon and provide details on the property pros and cons, examined by a specialist;
• The broker needs the document signed by both parties to accept the deal. The broker checks whether the document matches the laws.

How to Fill Out OREA Form 150?

There is nothing complicated about the form. While it consists of 6 pages, it mainly describes the procedure of selling/buying condominiums in detail. You don’t have to fill in all the pages. Instead, you can receive valuable information from the contract. You will find an assignment of purchase and sale agreement either on the OREA website or on PDFLiner.

PDFLiner allows you to fill the document online once you open it. Provide the data you need and send it to the other party online via email. You can print it and hand it in person or simplify the process and send it via email. It is up to you. Here is what must be included in the document:

• Write down the name of the assignee and assignor;
• Provide information on the assignor’s interest in the property, including the address, lockers, parking space number, and even the level of the apartment;
• Name the purchase price, the deposit that must be paid, the way you prefer to provide/receive payment, and the deadline;
• Write down the initials of both parties;
• Ask the inspector to inspect the house and provide information on its status if it is required;
• Ask witnesses to sign the document;
• Provide the document to another party after you sign it;
• Send the document to the broker.

Organizations that work with OREA form 150

• Ontario Real Estate Association;
• Canadian Real Estate Association.

Related Content - OREA Form 150, Assignment of Agreement of Purchase and Sale, Condominium

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Standard Form Contracts of purchase and sale for commercial properties: Considerations beyond the standard terms

Christina pawliszyn, darren j. taylor.

It is common practice across Canada for realtors to utilize a standard form of purchase and sale contract for commercial real estate (a " Standard Form Contract ") prepared by the relevant provincial real estate association. Standard Form Contracts are helpful resources that provide a good roadmap for papering the agreed upon terms of a purchase and sale transaction. Recognizing that commercial conveyances are complex by nature and have nuances peculiar to each individual transaction, most Standard Form Contracts contain schedules or permit the inclusion of schedules to provide the ability to insert tailored additional provisions or amend default Standard Form Contract provisions.

In this article we explore the landscape of Standard Form Contracts in Ontario, British Columbia and Alberta and examine some commonly encountered circumstances which, if applicable to a transaction, the parties may wish to address by incorporating additional schedules into the Standard Form Contract.

The Standard Form Contract landscape

Standard Form Contracts contain the basic provisions of a purchase and sale agreement that are required to carry out a transaction. The basic terms and the form of document used for the Standard Form Contracts vary according to jurisdiction:

• Ontario : The Standard Form Contract (the " OREA Commercial APS ") in Ontario has been developed by the Ontario Real Estate Association (" OREA ");
• British Columbia: The Standard Form Contract in British Columbia (" BCREA Commercial APS ") has been developed jointly by the British Columbia Real Estate Association (" BCREA ") and Canadian Bar Association (BC Branch); and
• Alberta: The Standard Form Contract in Alberta (the " AREA Commercial APS ") has been developed by the Alberta Real Estate Association (" AREA ").

Each of these Standard Form Contracts has been purposefully designed to accommodate the inclusion of supplementary provisions by the addition of schedules. OREA publishes a set of additional provisions for that specific purpose and frequently updates OREA commercial APS .

Consideration beyond the standard terms

1. business days.

All commercial property contracts contain key dates – the deposit payment date(s), completion date, adjustment date, possession date, etc. What happens if such dates fall on a non-business day (i.e. weekends or holidays)? If the contract is silent on this matter, the answer is that a dispute may arise.

Ontario, British Columbia and Alberta:

None of the Ontario OREA commercial APS , the BCREA commercial APS or the AREA commercial APS contains a term to move key dates which fall on a non-business day to a business day. In order to avoid disputes and provide the parties with certainty as to what happens if that occurs, a clause should be added into a schedule to the Standard Form Contract confirming that any dates that do not fall on a business day are automatically deemed to extend to the first business day following such date.

2. Due diligence documents and confidentiality

Certain due diligence documents, such as leases, rent rolls, and maintenance documents, must often be exchanged with the purchaser for review during a due diligence period. If the vendor is providing due diligence documents, it is important to consider if these documents should remain confidential.

There is no provision in the OREA commercial APS that requires the purchaser to ensure all information provided to it by the vendor remains confidential or to return or destroy such documents if it elects not to proceed with the transaction. As such, if documents of a sensitive or private nature are expected to be exchanged, then a confidentiality clause should be included to ensure the purchaser and its agents do not disclose the information contained in the due diligence documents. The confidentiality clause should also obligate the purchaser to return all due diligence items or, if such items are copies or stored digitally, destroy them if the transaction is terminated or not completed.

British Columbia and Alberta:

The BCREA commercial APS and AREA commercial APS both include a confidentiality clause obligating the purchaser not to disclose any information obtained in relation to the contract to any third party other than such persons to whom disclosure may reasonably be required. However, the two provinces diverge with respect to the return of documents. In British Columbia, the BCREA Commercial APS contains no provision that obligates the purchaser to return or destroy all due diligence items if the transaction is terminated or not completed. Conversely, in Alberta there is a provision in the AREA Commercial APS that obligates the purchaser to immediately return all "Disclosure Documents," as that term is defined in the AREA Commercial APS, if the transaction is terminated or not completed.

3. Inspections and risks

The vendor and the purchaser to any commercial real estate transaction should discuss and document whether inspections will be allowed on the property and what the scope of such inspections will be.

Ontario and British Columbia:

Neither the OREA commercial APS nor the BCREA commercial APS provides a right to inspect. Accordingly, if the purchaser wishes to ensure inspections are permitted then a right to inspect should be added to the Standard Form Contract. From the vendor's perspective, where inspection is permitted it is advisable to obtain from the purchaser proof of liability insurance, a waiver of liability for any injury sustained while inspecting the property and an indemnity for any damage the purchaser causes while inspecting the property. A vendor may also wish to specify whether any invasive tests (such as sampling for environmental testing) are permitted and give careful consideration if the agreement should specifically prohibit inspections by certain authorities which could result in the issuance of work orders or deficiency notices (such as the fire department or a building inspector) will be permitted.

The AREA commercial APS contains a specific section addressing the right of the purchaser to inspect the property. It contains parameters for inspections and also mandates that the purchaser indemnifies the vendor for any damages.

4. Environmental matters

Environmental matters are extremely important in commercial real property transactions. Environmental issues affecting a property may impact on the usability of a site or result in costly remediation obligations. As a result, the parties to a transaction should carefully consider these issues in the context of the Standard Form Contract.

The OREA commercial APS does not address environmental issues, save and except confirming that the building located on the property does not contain urea formaldehyde and noting that any information provided by a brokerage is not environmental advice and recommending that the parties obtain independent professional advice prior to signing the OREA Commercial APS. Similarly, the BCREA commercial APS contains no environmental representations or warranties (noting, however, that the Environmental Management Act (British Columbia) places a positive obligation on the vendor in many circumstances to provide prospective purchasers with a site disclosure if the vendor should or reasonably ought to know that the property may have been used for specified industrial or commercial uses). As such, in both provinces the purchaser and vendor should discuss and document their agreement to include appropriate representations, warranties and indemnities regarding environmental matters.

The AREA commercial APS includes a general provision which requires that the vendor disclose all Material Latent Defects (defined as a defect in the property that is not discoverable through a reasonable inspection and that will affect the use or value of the property). It also contains representations and warranties which provide that the vendor will disclose any notices received with respect to environmental conditions or problems and also that the vendor represents and warrants that the property is in compliance with all applicable environmental laws.

5. Assignment

The rights of assignment for a contract can be very important to both purchaser and vendor and should be carefully considered by the parties.

Ontario and Alberta:

Neither the OREA commercial APS nor the AREA commercial APS contains a clause prohibiting assignment or restricting it to a nominee or affiliate of the purchaser without the consent of the vendor, thereby permitting assignment without the vendor's consent. Further, neither contains a clause entitling the vendor to any profit resulting from assignment by the purchaser or any subsequent assignee. The vendor should carefully assess these matters and consider adding a clause into a schedule to the Standard Form Contract to address.

British Columbia:

The BCREA commercial APS takes the opposite approach and prohibits any assignment without the vendor's written consent. Furthermore, the BCREA Commercial APS stipulates that the vendor is entitled to any profits resulting from assignment. The purchaser should give careful consideration to these restrictions and, if desired, negotiate to eliminate or amend them (for example, to allow for assignment to the purchasers' nominees or related entities).

6. Closing documents

Closing documents are required for all commercial property contracts. The specific documents that are required depends on the particulars and requirements of each individual transaction. It is accordingly very important for the parties to give careful consideration to the closing documents.

Neither the OREA commercial APS nor the BCREA commercial APS enumerates closing documents. This can result in disputes between counsel as to what closing documents are required. As an example in Ontario, a declaration of possession is typically not provided unless specified in the contract. However, some lawyers may insist that a declaration of possession is required as a customary closing document, particularly because title insurers may require this declaration in order to issue certain title insurance coverage. To avoid these types of disputes, parties should consider setting out the legal documents that are required to close. As a further step, the parties can attach agreed upon forms as exhibits to the Standard Form Contract. Listing out the required documents in the contract assists in setting expectations and reduces negotiations on these documents immediately prior to closing.

The AREA commercial APS contains a list of necessary closing documents. Notwithstanding that a list is included, parties should carefully review the list to determine if any items should be removed from the list and if any others should be added for the specific transaction. A current issue with respect to the AREA Commercial APS has arisen as a result of significant registration delays at the Alberta Land Titles Office. Currently, documents submitted for registration will not be registered for approximately three months. However, the AREA commercial APS generally requires registration to be complete for a closing to be completed. Unless and until this registration delay is remedied, parties will likely want to consider modifying the closing procedures of the AREA Commercial APS to provide for the parties to obtain a title insurance policy, including "gap" coverage which will permit closing to occur prior to registration being complete.

The foregoing considerations represent a few items parties commonly address by the inclusion of additional clauses in schedules to Standard Form Contracts. It is not a comprehensive list and there are other items that may require consideration and incorporation according to the specific nuances of the transaction. Where Standard Form Contracts are used, we recommend that both purchaser and vendor consult a lawyer to discuss the specifics of the property and the proposed transaction to determine what additional or amended provisions, if any, may be required in order to help ensure that the complexities of the transaction are fully addressed.

Should you have any specific questions about this article or would like to discuss it further, you can contact one of the authors or a member of our Real Estate Group .

NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Gowling WLG professionals will be pleased to discuss resolutions to specific legal concerns you may have.

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OREA Documents

• June 04, 2013

Working Group on Lawyers and Real Estate

Real estate lawyers: orea standard forms available on the internet.

An agreement with the Ontario Real Estate Association (“OREA”) permits all lawyers access to OREA’s standard Purchase and Sale agreements in both English and French.  These forms are available online to all who subscribe with the added advantage of being able to complete them online and save your work in the process.  Working Group Practice Standards

Available are the:

• Agreement of Purchase and Sale for a Freehold or Condominium Residential Property and
• Agreement of Purchase and Sale and the Agreement to Lease for a Commercial Property

Please be advised that these OREA Standard Forms are available on the Working Group on Lawyers and Real Estate website

Your Voice - OBA Member Input Needed on Suggested Fee Schedule for Residential Real Estate Transactions

The joint OBA/CDLPA/ /ORELA Working Group on Lawyers and Real Estate has developed a proposed voluntary Suggested Fee Schedule for Residential Real Estate Transactions.

As a fundamental constituency within this practice area, we need input from OBA members in the real estate Bar regarding the Suggested Fee Schedule. The OBA will be convening meetings with members of the practicing Bar in various centers across the Province for the purpose of receiving and considering comments and suggestions. As a matter of convenience these meetings will be convened immediately after the meetings held by the Law Society to consult with the profession regarding proposed residential real estate transaction guidelines and amendments to the rules of professional conduct. This will however be a separate meeting.

This is an important initiative and the regional consultation meetings have been scheduled to obtain practitioner feedback on the proposed voluntary Suggested Fee Schedule. Your attendance and participation is strongly encouraged.

The proposed Suggested Fee Schedule and the Competition Bureau opinion, are available on the Joint Working Group website

For more information about the Working Group Consultation process, please contact OBA Real Property Section Executive Member and OBA/CDLPA/ORELA Working Group on Lawyers and Real Estate member, Raymond G. Leclair at [email protected] .  

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What is the CIIA agreement? The ultimate guide to CIIAAs every business needs to read

Jenny Pak Director of Program Management at PandaDoc

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When you’re running a business or large organization, there will often be times when you feel the need to safeguard your confidential information and intellectual property.

While standard contracts such as NDAs can be useful, they often aren’t watertight enough for many businesses.

That’s where a CIIA agreement comes in.

If you’re wondering what a CIIA agreement is, you wouldn’t be alone — many businesses are looking into CIIA agreements as they grow in popularity.

So, let’s learn everything you need to know about them.

Key takeaways

• CIIA agreements protect your company’s confidential information.
• They’re also a great way to ensure you maintain control over your intellectual property.
• CIIA agreements can also strengthen your non-compete terms.
• PandaDoc’s templates can be used to seamlessly adopt CIIA agreements in your organization.

What is a CIIA agreement?

A Confidential Information and Invention Assignment agreement (CIIA agreement) is simply a contract that works to protect your company’s information from leaks or intellectual property theft.

CIIA agreements achieve this by legally stating that every piece of work produced by an employee is the property of the organization rather than the employee.

This makes sure that you can stay in control of the confidential information and inventions in your company.

The two main parts of a CIIA agreement can be seen when we break down the name. First of all, there’s the part relating to confidential information.

This part of the agreement ensures that all employees clearly understand their legal obligations to protect your company’s confidential or sensitive information.

The second part of a CIIA agreement is the inventions assignment agreement.

This focuses on the intellectual property — such as productions or databases — in your organization.

Employees signing the CIIA agreement agree that any intellectual property will remain under your control.

What is the purpose of the CIIAA?

These two main functions of a CIIA agreement come back to its primary purposes.

Many businesses need to protect confidential information for competitive and compliance reasons.

CIIAAs are a great way to keep this sensitive information secure within the organization through a confidentiality agreement .

In addition to this, the purpose of a CIIA agreement is to protect your company’s intellectual property.

This will reassure your senior leaders and investors that their employees are working to benefit the organization rather than just themselves.

What are the requirements of a CIIA agreement?

When you’re putting together a CIIA agreement, here are the key requirements to keep in mind:

• Specific language: As is the case with any legal documents for business , you should use as much specific language as possible to make sure that the CIIA agreement is practicable.
• Time restrictions: A common requirement of a CIIA agreement is that it’s restricted somehow. This is often related to time, so intellectual property can leave the organization’s ownership if it isn’t used after a set period of time.
• Policy alignment: You’ll need to ensure that your CIIA agreement is aligned with legislation and statutory guidance, so consult your local rules and laws before signing any CIIA agreement.

What are the benefits of CIIA agreements?

If you’re an organization with many employees, the benefits of CIIA agreements are clear. Here are some of the most significant CIIA benefits:

Improve your confidential information protection

As we’ve already highlighted, a CIIA is primarily used to protect your confidential or sensitive information.

By signing a CIIA, your employees accept that they have a legal duty to keep your information confidential.

This will be in place even after they’ve left your company, meaning it’s a great way to protect your data.

Strengthen your non-compete terms

As well as focusing on confidential information protection, CIIAs are also used to protect your company from competitors.

This is because a CIIA sets up clear expectations around intellectual property theft.

On top of this, many CIIAs include non-compete clauses .

This can stop your employees from leaving the organization to work for your competitors.

All of this helps you to strengthen your non-compete protection.

Protect company property in case of termination

A CIIA agreement is also a great way to protect company property.

On top of intellectual property, this also relates to data or any legal documents your employees may have come into contact with during their employment.

In the case of contract termination, this part of a CIIAA is beneficial.

This is because it guarantees that you’ll receive these items of company property, allowing you to have confidence that your information and ideas will remain within the organization.

What does a CIIA agreement include?

Now that you know the main benefits of using a CIIA agreement, you probably want to start implementing CIIAAs in your organization. Here are the main things to include in your CIIA agreements:

• Company details: It’s crucial that you include as much detail about your company as is necessary on the CIIA agreement, so include things such as contact details and names.
• Employee details: As well as this, you’ll have to include key employee details. This will include the employee’s name and contact information, as well as roles and responsibilities within the company.
• Confidentiality obligations : The main thing to include in your CIIA agreement is a clear explanation of the employee’s confidentiality obligations . This must be specific to your company and the employee’s role.
• Consideration: As with most legal contracts, you’ll have to include some form of consideration—this is just what the employee receives in exchange for their signature. This will be something about continued employment, but you can make it specific to your context.

Key terms for CIIA agreements

When you’re writing a CIIA agreement, you’ll have to use these key terms:

Definition of confidential information

Confidential information can mean something very different in one organization compared to another. That’s why it’s essential to write a specific definition related to your business context.

For most companies, this definition will incorporate research, customer data, employee lists, and partnership details.

Use of confidential information

You’ll also want to define a legitimate use of confidential information. Many limitations of using confidential information ensure that it is only used for the employee’s specified contract role.

Definition of inventions

Just as is the case with confidential information, you should define inventions clearly. You’ll need to create a definition that protects your specific business, but make sure to consider any trade secrets or research that your organization is working on.

Assignment of inventions

This is a key clause in any CIIA agreement. You’ll need to ensure that the assignment of inventions is given to the business rather than the employee to protect your intellectual property rights.

Return of company property

This term relates to the end of an employee’s contract. It will ensure that employees return any company data or ideas at the end of their employment.

This is especially important if you’re creating a CIIA agreement for a freelance worker or short-term employee.

Ownership rights for inventions created during work hours versus outside of work hours

As well as these key CIIA terms, you might have to determine who owns the rights for inventions created during work hours against those created outside of work hours.

It’s crucial to ensure any inventions made using company property or company data are owned by the organization, even if they were designed outside of work hours. CIIA agreements are a great tool to achieve this.

What to consider when drafting, creating and managing a CIIA agreement

When creating any employee confidentiality agreement , you should start by considering what you need to achieve.

Are your aims primarily to protect confidential information, or do you also need to assert ownership over intellectual property?

This consideration will lead to a CIIA agreement that works for you.

When writing a CIIA agreement, it’s good to start with a section explaining your rationale for the agreement. Consider why it’s so essential to protect confidential information and inventions and make this very clear in the contract.

Although disputes should be avoided when possible, you must protect yourself against them. When drafting a CIIA agreement, consider how you would resolve a dispute.

Once you’ve drafted your CIIA agreement, you’ll need to keep your aims in mind when creating the final document.

Although you might need to make small tweaks from your first draft, these aims should continue to be evident throughout the creation process.

The rationale should also be included when creating the final document.

To help keep this in place throughout the drafting process, consider using dedicated software to create a template with this rationale.

The resolution might change in the creation section as you respond to feedback from others. However, it’s an integral part of the contract, so include some resolution.

Managing a contract throughout its lifecycle can be a complex task, but you should ensure that your aims remain consistent.

You might want to use specialist software to track changes to stay on top of any changes.

Similarly, you might need to change the rationale when managing a CIIA agreement—a short edit will allow the agreement to be adapted to a different context.

Finally, remember that the CIIA agreement should include a resolution when you manage it throughout its lifecycle.

Tips for hiring a lawyer for your CIIA agreement

When you’re drafting a CIIA agreement, it can be helpful to get legal counsel. Here are the top tips for hiring a lawyer:

• Trust: You’ll want to find a lawyer you can trust implicitly. It might be useful to work with lawyers whom you’ve worked with before. Alternatively, ask friends or other professionals for recommendations.
• Specialism: It’s also crucial that your lawyer has a specialism in contract law— ideally, this would be in employee or business contract law.
• Experience and expertise: Finally, you’ll want to find a lawyer with experience and expertise. This might be a more expensive option, but it can never hurt to invest more in expertise.

Free legal document templates can help you craft the perfect agreement

CIIA agreements are a great way to ensure that your organization’s intellectual property rights are protected and that you’re successfully protecting your organization’s confidential information.

However, producing and managing legal documents such as CIIA agreements can be a daunting task.

If you want to speed up the process, look no further than PandaDoc’s free legal document templates .

These templates will allow you to use contracts such as CIIAs in your organization seamlessly.

Start optimizing your contract management with PandaDoc today!

PandaDoc is not a law firm, or a substitute for an attorney or law firm. This page is not intended to and does not provide legal advice. Should you have legal questions on the validity of e-signatures or digital signatures and the enforceability thereof, please consult with an attorney or law firm. Use of PandaDoc services are governed by our Terms of Use and Privacy Policy.

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The Ontario Real Estate Association ("OREA") is the producer and owner of a set of standardized forms used in Ontario real estate transactions and a set of standard clauses, including Guidelines for Residential and Commercial Clauses, for use with these forms and set of Forms Explained Form files (collectively, the "OREA Standard Forms"). OREA produces updated OREA Standard Forms annually for use by its REALTOR ® members (“Members”) and Member Boards and by certain additional licensees.

These OREA Standard Forms are for use by OREA members and certain licensees only. Any other use or reproduction is prohibited except with the prior written consent of OREA. Please note that every real estate transaction is unique and that OREA does not warrant and is not responsible in any way for the adequacy, sufficiency, applicability or suitability of any of the OREA Standard Forms. OREA members are urged to seek independent legal advice on specific issues affecting them. OREA bears no liability for the use of these OREA Standard Forms.

Individual Members may use the OREA Standard Forms, in paper or electronic format, as part of:

• - a real estate transaction in Ontario; or
• - his or her personal study and professional development

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OREA Member Boards may reproduce the OREA Standard Forms in paper or electronic format and distribute them to their individual Members for use as permitted above. Distribution in electronic format means making the OREA Standard Forms available to Members in computer file format such as by download from a password-protected Member Board website.

Member Boards may affix their name and/or logo to the top right-hand corner of the OREA Standard Forms, provided doing so does not remove, replace, alter or move any of the content already in the document.

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OREA Members and Member Boards may not use and reproduce the OREA Standard Forms as part of professional education services they provide directly to OREA Members.

Where Members and Member Boards determine there is need for a new professional educational service on the OREA Standard Forms, Members and Member Boards may submit their ideas for OREA’s consideration and development to the attention of the OREA Member Engagement and Centre for Leadership Development department at [email protected].

The following applies to each use, reproduction and distribution of the OREA Standard Forms by OREA Members or Member Boards:

• - except as provided above, the OREA Standard Forms may not be modified or amended in any manner;
• - OREA's disclaimer and copyright notice must not be removed from any OREA Standard Form;
• - access to OREA Standard Forms must be restricted to OREA Members only;
• - any written reference to a particular OREA Standard Form must use the entire form name and number (i.e. “OREA Form 100 Agreement of Purchase and Sale”)
• - When providing OREA Standard Forms to Members, the entire form must be provided;
• - Access to, or use of, the OREA Standard Forms may not be assigned, transferred or sublicensed to anyone except as permitted herein; and
• - All use and distribution of OREA Standard Forms must cease promptly if OREA requests you do so in writing.

Any use of the OREA Standard Forms that is not permitted herein is prohibited except with the written consent of OREA. OREA requires written consent through the execution of a separate licence agreement should Member Boards or Members wish to make the OREA Standard Forms available in any software/technology platform that applies functionality to them beyond Members downloading them in electronic file format or printing them. OREA makes no representation or warranties of any kind, express or implied, with respect to the accuracy, reliability, merchantability or non-infringement of the OREA Standard Forms and/or their suitability with respect to any particular transaction or use. Use of these documents and their content is entirely at the users' risk.

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The trademarks REALTOR®, REALTORS®, and the REALTOR® logo are controlled by The Canadian Real Estate Association (CREA) and identify real estate professionals who are members of CREA. The trademarks MLS®, Multiple Listing Service® and the associated logos are owned by The Canadian Real Estate Association (CREA) and identify the quality of services provided by real estate professionals who are members of CREA. Used under license.

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