What Is an APS in Real Estate?
APS stands for Agreement of Purchase and Sale — the binding written contract between a buyer and a seller for the purchase of a property. In Ontario, the overwhelming majority of residential resale transactions use the OREA standard-form APS (Form 100 for freehold, Form 101 for condos), with brokerage- or solicitor-drafted schedules attached. The APS sets the price, deposit, closing date, conditions, included and excluded chattels, irrevocable period, and every other operative term. Once both parties sign and any conditions are waived, the APS is the legal document that governs the transaction through closing.
What’s in a standard Ontario APS
- Parties — buyer(s), seller(s), and the brokerages representing each.
- Property — legal description, municipal address, parcel ID.
- Price and deposit — purchase price, deposit amount, and how/when the deposit is delivered.
- Closing date (also called completion date).
- Chattels and fixtures — what stays, what goes, what’s rented (e.g., hot water tank).
- Conditions — financing, inspection, status certificate, sale of buyer’s home, and their windows.
- Irrevocable — the time period during which the offer cannot be withdrawn.
- Schedules — additional clauses customising the standard form (often called Schedule A and B).
Why standard forms matter
OREA’s standard forms are widely used because real estate lawyers, lenders, and title insurers have decades of interpretation around them. Custom-drafted APS documents create extra legal review, surprise clauses, and slower closings. Most schedules add a handful of well-understood clauses (e.g., UFFI warranty, well/septic warranty, rental items list) on top of the standard form rather than replacing it.
When the APS becomes binding
An APS is binding when (1) both parties have signed and initialed all pages, (2) the irrevocable period has not expired, and (3) any conditions have been waived or fulfilled within their windows. Until conditions are waived, the deal can still fall apart — the buyer recovers the deposit on a properly invoked condition. Once conditions are waived, the transaction is firm.
Who drafts the APS
The buyer’s REALTOR® typically drafts the offer using OREA standard forms with input from the buyer and, for complex transactions, the buyer’s lawyer. The seller’s side reviews and either accepts, signs back with changes, or rejects. Once both parties sign, the APS goes to the lawyers for closing.
Frequently Asked Questions
- Do I need a lawyer to sign an APS?
- Not legally required for residential resale, but strongly recommended on complex transactions (assignments, vendor takebacks, multi-unit, anything unusual). For standard resale, a lawyer is engaged for closing rather than offer drafting.
- Can I change the APS after signing?
- Only by mutual amendment. Both parties must sign any change. Unilateral changes are not enforceable.
- What’s the difference between an offer and an APS?
- An offer becomes an APS once accepted by the other party. Until acceptance, the offer can be withdrawn (within the irrevocable period rules); after acceptance, the APS is the binding contract.
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