Make This Clause More Specific—Or Risk Losing the Deal

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I’ve seen this topic come up in Realtor discussion groups lately, so let’s clarify an important point about lawyer review conditions in Agreements of Purchase and Sale (APS).

When you include a lawyer review clause, it’s often assumed that the lawyer is just reviewing the legal aspects of the deal.

But in reality, unless the clause is specific, the lawyer can review—and reject—the entire agreement, including the purchase price, deposit, and closing date.

The Case That Proves It

In 1824120 Ontario Limited v. Matich (2023), a buyer argued that a lawyer’s review clause shouldn’t allow the seller to consider other offers as a reason to back out. However, the appellate court disagreed, stating that because the clause covered “terms” of the APS, it did not exclude price from being a factor the lawyer could assess.

What This Means for Your Deals

If you draft a broad lawyer review clause like this:

❌ “This Offer is conditional upon the approval of the terms hereof by the Buyer’s Solicitor.”

It leaves the door open for the lawyer to object to all terms in the agreement—including the price itself. If they think the deal isn’t favorable, they can kill it.

How to Avoid This

Instead, make the condition specific to what you actually want the lawyer to review.

For example, if you’re concerned about HST, use:

✅ “This Offer is conditional upon the approval of the terms relating to HST on the subject property, by the Buyer’s Solicitor.”

By narrowing the scope, you prevent unnecessary deal cancellations while still ensuring the right issues are reviewed.

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