Agreement of purchase and sale
The BrokerFold Team — Product + Engineering
Last reviewed
The agreement of purchase and sale (APS) is the contract that buys a home in Ontario: the document a buyer signs as an offer and a seller’s acceptance turns into a binding agreement. Everything else in a transaction — the deposit, the conditions, the lawyers, the moving truck — hangs off the terms this one document fixes. In practice most residential deals ride the standard OREA form with negotiated clauses layered on top, but nothing about the form is ceremonial: every blank is a term of a contract.
The load-bearing clauses
Price and deposit — the deposit, held in trust, signals commitment and becomes the first money fought over if a deal collapses (its receipt also generates the record-keeping that FINTRAC requires of brokerages). The irrevocable period — how long the offer stays open for acceptance; the entire negotiation runs on this clock. Completion date — closing day, when money, title and keys actually move. Inclusions and exclusions — the chattels and fixtures schedule deciding whether the appliances, the light over the stairs and the mounted TV stay or go. Conditions — the escape hatches (financing, inspection, status certificate for condos) that each expire on their own date, after which the agreement is firm. Title and requisitions — the buyer’s window to search title and demand the seller fix what’s wrong with it.
From offer to firm to closed
The sequence trips people because the vocabulary shifts mid-stream. A signed APS is an offer. Accepted within its irrevocable window, it’s a binding conditional agreement. As each condition is satisfied or waived in writing, it becomes firm — the point at which “sold” signs are honest. On completion day it closes. Between firm and closing, neither cold feet nor a better offer changes anything; a buyer who fails to close forfeits the deposit at minimum and can be sued for the seller’s losses beyond it — a risk that turned very real for buyers who firmed at peak prices and closed into falling ones.
Provincial note
The APS is Ontario’s instrument. Other provinces transact on their own forms — BC’s is the contract of purchase and sale, with different mechanics including a statutory rescission period Ontario doesn’t have. The concepts travel; the paperwork and the deadlines do not, which is one more reason the form belongs in front of a local professional before anyone signs anything.
Frequently asked questions
Is an accepted APS legally binding?
Yes. Once accepted and communicated within the irrevocable period, it's an enforceable contract. A buyer can only exit through its own terms — a condition that legitimately fails, or the seller agreeing to a mutual release — and walking away otherwise risks the deposit and a lawsuit for damages.
What conditions are most common in an APS?
Financing, home inspection, and — for condos — review of the status certificate. Each gives the buyer a defined window to satisfy the condition and waive it, or let the deal end. In hot markets buyers drop conditions to compete, which is exactly when they matter most.
Keep reading
- Irrevocable period The irrevocable period is how long an offer stays open for acceptance and cannot be withdrawn — the clock every Ontario negotiation runs on.
- Chattels vs fixtures Chattels are movable and go with the seller; fixtures are attached and stay with the house. The distinction decides what a buyer actually gets.
- FINTRAC FINTRAC is Canada's anti-money-laundering agency. Realtors are reporting entities: client ID verification, records, and reports are legal duties.
- Buyer representation agreement The contract that makes a buyer a client: what a BRA commits both sides to, what to read before signing, and how the BC equivalent differs.