Agreement of Purchase and Sale in Ontario Explained
A plain-English guide to the Agreement of Purchase and Sale in Ontario (OREA Form 100): every key clause, what is negotiable, and what to check before you sign.
Ibrahim Farooqui · Head of Real EstateJul 16, 2026 · 7 min read
The Agreement of Purchase and Sale (APS) is the contract that actually buys the home. In Ontario it is usually the standard OREA Form 100, and once both sides sign it and every condition is met, it is legally binding. It sets out who is buying, what they are buying, for how much, and by when.
Most of the form looks like boilerplate, but the details are where a deal is won or lost. Below is a plain-English walk through each key section, what it means, and what you can negotiate before you put your name on it.
What is the Agreement of Purchase and Sale?
The APS is the written offer that, once accepted, becomes the binding contract of sale. When you "make an offer" on a home in Ontario, you are really filling out and signing this document. The seller can accept it, reject it, or send it back with changes (a counter-offer).
It is not the same as your mortgage or your closing paperwork. It is the agreement between buyer and seller that everything else flows from. Because it is binding, you should read every line and understand it before signing, not after.
100
the OREA form number most Ontario resale home purchases are written on
What are the key sections of the APS?
The standard form is organized into predictable parts. Here is what each one does and why it matters.
Key APS clauses and what they mean
Parties. What it means: The legal names of the buyer(s) and seller(s). These are the people bound by the contract.
Property. What it means: The full legal description and address of the home being bought. Errors here can stall closing.
Purchase price. What it means: The total price you agree to pay for the home.
Deposit. What it means: The good-faith money you put down with the offer, held in trust and credited to your down payment at closing.
Chattels included. What it means: Movable items that stay with the home, such as appliances or a fridge, listed by the buyer.
Fixtures excluded. What it means: Attached items the seller intends to take, such as a specific light fixture.
Conditions / schedules. What it means: Extra terms that must be met, such as financing or a home inspection, before the deal is firm.
Completion (closing) date. What it means: The day ownership transfers and you get the keys.
Irrevocable date. What it means: The deadline by which the other side must respond before the offer expires.
Title. What it means: The seller's promise to give you clear, good title to the property.
Parties and property
The parties section names the legal buyer and seller. The property section spells out the address and legal description. These sound simple, but a wrong name or an incomplete legal description can create real problems at closing, so they are worth double-checking.
Purchase price and deposit
The purchase price is the headline number. The deposit is separate: it is money you provide with your offer to show you are serious. In Ontario the deposit is often around 5% of the price, usually paid by certified cheque or bank draft, and held in trust. It is credited toward your down payment at closing, so it is not an extra cost, it is an early instalment.
This is where deals get personal. Chattels are movable items (think fridge, stove, washer, dryer) that the buyer asks to have included. Fixtures are attached to the home and normally stay, unless the seller specifically excludes one. If you want the appliances, they must be written in. If you assume something stays and it is not on paper, you may lose it.
Conditions and schedules
Conditions are the safety net. Common ones are a condition on financing and a condition on a satisfactory home inspection. If a condition is not met by its deadline, you can usually walk away and get your deposit back. Schedules are attached pages that add or customize terms. To go deeper on protecting yourself, read our guide to offer conditions.
Completion date, irrevocable date, and title
The completion (closing) date is the day the sale finishes and you take possession. The irrevocable date is the deadline for the other party to accept or counter before your offer expires; if it passes with no response, the offer is dead. The title clause is the seller's commitment to transfer clean ownership, free of undisclosed claims.
What is negotiable in the Agreement of Purchase and Sale?
Almost everything. Price is the obvious one, but it is far from the only lever. You can negotiate the deposit amount, the closing date, which chattels are included, which conditions you keep, and how long you have to meet them.
A later closing might help you line up your mortgage and savings. Keeping a financing or inspection condition protects you if something goes wrong. Giving one up can make your offer stronger in a competitive situation, but it also removes a safety net, so it is a real trade-off, not a formality. Our guide on how to make an offer in Ontario covers how these pieces fit together.
Because the APS is binding once signed, this is exactly where unbiased advice matters. Zown agents are salaried rather than commission-driven, so the guidance you get on what to negotiate and what to protect is not tied to closing the deal quickly. It is focused on getting you a home you can actually afford and understand.
Why should you never sign without understanding it?
Once you sign and the conditions clear, you are committed. There is no general cooling-off period for a resale home purchase in Ontario. That is different from some new-build or condo pre-construction sales, which can have their own statutory rights, so do not assume a resale purchase works the same way.
Backing out of a firm agreement can mean losing your deposit or facing further liability. The stakes are high enough that reading the full document, asking questions, and getting professional advice before signing is simply the smart move. This is general information, so speak with your own lawyer and REALTOR® about your specific deal.
Frequently asked questions
Is the Agreement of Purchase and Sale legally binding?
Yes. Once both the buyer and seller sign and any conditions are satisfied within their deadlines, the APS becomes a binding contract. Backing out after that point can mean losing your deposit or facing further liability, which is why you should fully understand every clause before you sign.
What is the difference between a chattel and a fixture?
A chattel is a movable item, such as a fridge, stove, or washer, that the buyer asks to include. A fixture is attached to the home and normally stays with it, unless the seller specifically excludes it in the agreement. If you want an item, get it written in so there is no dispute at closing.
What happens to my deposit?
Your deposit is held in trust, often by the listing brokerage, after your offer is accepted. It is not an extra fee. At closing it is credited toward your down payment and purchase price. If a condition in your offer is not met by its deadline, the deposit is typically returned to you.
Can I change the Agreement of Purchase and Sale after signing?
Only if both sides agree in writing. Once signed, neither party can unilaterally change the terms. Any change, such as a new closing date or an added item, must be documented and signed by both the buyer and the seller to be valid. Verbal side deals are not enforceable.
What is the irrevocable date on an offer?
The irrevocable date is the deadline by which the other party must accept, reject, or counter your offer. If that time passes with no response, the offer expires and is no longer on the table. It keeps the negotiation moving and stops an offer from staying open indefinitely.
Do I need a lawyer to review the APS?
You are not required to have a lawyer sign the APS, but a real estate lawyer is essential to complete the purchase and review title. Many buyers also have their lawyer review terms before closing. Your REALTOR® helps you draft and negotiate the agreement, then your lawyer handles the legal closing.
