# Signed purchase agreement - but seller has an unusual condition



## Billwhite (Mar 23, 2012)

I have recently signed an MLS offer to purchase a home in Alberta. The seller has included what my Realtor described as "an unusual condition". It states that the agreement is subject to "review and approval by the sellers attourney". After a bit of verbal jostling between the realtors, I signed off on the agreement. I am troubled because - the standard MLS agreement is something that has been thoroughly vetted by legal experts already. I cannot think of what potential legal issue the sellers attourney can oppose - so it seems to be some type of escape clause. (?) Is this something to be concerned with? Would I have any legal recourse if I am told that the sale was rejected by the sellers lawyer? If it is, in fact, a mechanism for the seller to "buy time", has he signed off on this agreement in good faith? 

Obviously I am a bit put off by all of this because I cannot think of what possible legal objection there might be, and because it's 5 days (weekend included) from the date of signing. Any insight would be very much appreciated!


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## Cal (Jun 17, 2009)

http://www.moneyville.ca/article/1087782--they-walked-from-house-deal-and-were-sued

Worth the read in your case.


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## Sampson (Apr 3, 2009)

I can imagine legitimate uses - for example if the couple is separating, and the divorcing couple has not reached an agreement on how to split the proceeds of the sale.

Or, if the buyer has themselves entered an odd clause/condition.


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## jamesbe (May 8, 2010)

Cal said:


> http://www.moneyville.ca/article/1087782--they-walked-from-house-deal-and-were-sued
> 
> Worth the read in your case.


Interesting, I had a party walk on us after inspection. Their reason -- no longer liked the wall colours, I was peeved as you would expect but they said "didn't meet inspection" Right... not in good faith.


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## Cal (Jun 17, 2009)

^ Did you seek recourse?


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## Homerhomer (Oct 18, 2010)

jamesbe said:


> Interesting, I had a party walk on us after inspection. Their reason -- no longer liked the wall colours, I was peeved as you would expect but they said "didn't meet inspection" Right... not in good faith.


Couldn't you at least keep the deposit? It's just not right, I understand if there are issues, but if there is an inspection report that doesn't indicate major problems you should at least be able to keep the deposit.


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## dogcom (May 23, 2009)

If there was other houses for sale that I could purchase then I wouldn't agree to any lawyer condition or whatever or I would say take the condition off or no deal.

Wall colour isn't really a defect and was used as the excuse for the buyers cold feet. Still because of the inspection condition it may be hard to get around it or it may take a lot of time holding up the sale of your house to try and deal with it in court or whatever.


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## Charlie (May 20, 2011)

it's an escape clause. Don't know how enforceable it is....but do you really want to go down that route? Since the seller is not committing you'd want to make sure the time line for that condition is very short. Basically...they've almost accepted your offer....but not totally. So how long do you want to keep the offer open?


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## Mall Guy (Sep 14, 2011)

Billwhite said:


> If it is, in fact, a mechanism for the seller to "buy time", has he signed off on this agreement in good faith?
> 
> Obviously I am a bit put off by all of this because I cannot think of what possible legal objection there might be, and because it's 5 days (weekend included) from the date of signing. Any insight would be very much appreciated!



Are you in a hot RE market? If so, he has you on the hook (don't know about your conditions) and now has an extra weekend to market the property at a higher price, IMO.


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## doctrine (Sep 30, 2011)

It's an out clause, so plan accordingly. Keep looking around. If I bought a house, I would make the offer subject to review by my lawyer, too, because you never know what a more detailed title search may produce, such as unadvertised property liens.


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## OhGreatGuru (May 24, 2009)

Unless you have placed some unusual condition on your offer, I would agree with your realtor that this is an "unusual condition" for the seller. There is certainly room to suspect that it is a delaying tactic in case they get a better offer, especially in a hot real estate market.

Frankly, it's the buyer who should probably have the offer reviewed by a lawyer more often than the seller. The seller still owns the property, and probably the deposit too, if the deal falls through. 

In this case the sale was handled through MLS, with real estate agents who probably know more about how to write an offer than the average lawyer, so why would the seller need a legal opinion other than as a delaying tactic?


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## MrMatt (Dec 21, 2011)

It's an escape clause, I hope there is an expiration time on waiving the condition.
As it is I'd get your agent to push them and their agent to waive the condition so you can have certainty. If they were seriously consulting with their lawyer they should have done it by now, or they aren't intending to do it at all.


As the posted article shows it may or may not work cleanly. 

Playing amateur lawyer, if they have any other financial or legal obligations a good lawyer who knows them may see a conflict or concern that could reasonably cancel the deal.


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## cldellow (Feb 16, 2012)

OhGreatGuru said:


> In this case the sale was handled through MLS, with real estate agents who probably know more about how to write an offer than the average lawyer, so why would the seller need a legal opinion other than as a delaying tactic?


I'm leery of that statement. What liability do realtors have when they botch the offer? One example that comes to mind is when they forget to put in a clause about GST when properties are converted from non-residential to residential uses. Oops, you're now on the hook for another 13% of the purchase price.

I would agree that realtors know more about how to write an offer that gets accepted; not necessarily that they know how to write one that protects the buyer.


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## Just a Guy (Mar 27, 2012)

*Depends on the property*

I'd agree it could be a delaying tactic, but there would have to be a legal reason why the deal could not be completed as signed. If this was a rural property however, there could be GST implications. If the home was partially written off as a business, there may be some issues as well.

Maybe the seller has some unusual reasons to get a second opinion.


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