Removing Conditions on an Agreement of Purchase and Sale

Three Ways to Firm Up a Conditional Agreement

When an Ontario Agreement of Purchase and Sale is still conditional, the buyer (or sometimes the seller) has to put the deal on firm footing before the condition deadline. There are three standard paths: a Notice of Fulfillment, a Waiver, or an Amendment.

They are not interchangeable. The form you send is the legal effect. Ask a real estate lawyer in Toronto to read the condition language before you send any of the three—especially if the clause is a true condition precedent, omits a right-to-waive line, or sits next to a price renegotiation.

This page is about removing or waiving conditions on a signed APS. It is not a catalogue of financing, inspection, or status-certificate conditions themselves—see Ontario real estate conditions and condition precedent vs condition subsequent for those distinctions.

Notice of Fulfillment (NOF)

A Notice of Fulfillment tells the other party that a condition has been satisfied. Most OREA / WEBForms conditions require “notice in writing.” An NOF is the standardized way to give that notice.

Once a valid NOF is delivered in time, that condition is spent. The agreement moves toward firm (or fully firm, if it was the last open condition). You are saying the condition was met—not that you are abandoning it.

Waiver

A Waiver tells the other party you are giving up the right to terminate under that condition. You are not claiming you satisfied it. You are relinquishing the walk-away protection the condition gave you.

In practice, a timely Waiver and a timely NOF often have the same end result: a conditional deal becomes firm unilaterally. The paperwork and the wording differ. The deadline still controls.

Amendment

An Amendment mutually changes the APS. Parties use it for extensions, price changes, chattel lists—and sometimes to delete conditions and firm up the deal.

Using an Amendment to firm up is common when the buyer wants a price reduction (or another change) in exchange for deleting conditions. That is a negotiation, not a unilateral notice. Both sides must sign.

Rules That Matter Before the Deadline

Amendments need both signatures

An Amendment is a two-signature document. If you are near a condition deadline and you send an Amendment instead of an NOF or Waiver, nothing is firm until the other party signs. If they do not sign before the deadline, the condition may fail and the agreement may become voidable or at an end—depending on the clause.

True conditions precedent

A true condition precedent depends on a third party’s act (a classic example is municipal consent to a severance). It is not something the buyer or seller can simply waive away. See condition precedent vs condition subsequent for the distinction.

Ontario case law often treats a true condition precedent as fulfilled when the third party’s decision is made. An NOF is still useful for a clear paper trail, but the legal trigger is the third-party outcome, not the form alone.

The “right to waive” line

Many WEBForms conditions end with language like: “This condition is included for the benefit of the Buyer and may be waived at the Buyer’s sole option.” That express line confirms a unilateral Waiver is available.

If that line is deleted or omitted, the analysis gets harder. Courts look at whether the condition was truly for one party’s sole benefit. Best practice is clear, express language: waivable by one party, or must be fulfilled. Ambiguity is expensive.

NOF vs Waiver is not “did vs didn’t”

A common myth says an NOF is only for conditions you met and a Waiver is only for conditions you skipped. That oversimplification is wrong. Both can firm the deal. If the wording and deadline are satisfied, the legal effect is what matters—not the folklore attached to the form name.

Condition deadlines also sit next to deposit timing and trust handling. If money is already in play, read real estate deposits in Ontario alongside the condition clause before you send notice.

Frequently Asked Questions (FAQ)