Do representations survive past their stated deadline if the seller committed fraud?

Sometimes, but it depends on both the agreement and the nature of the claim. Survival periods are contractual deadlines the parties negotiate for bringing a claim based on a breach of a representation or warranty, and many Ontario purchase agreements expressly carve fraud out of that time limit, recognizing that it would be unfair to let a party who deliberately misled the other side benefit from an ordinary commercial deadline built for good-faith disputes.

Where the agreement does not address this, a buyer may still have an independent common law claim for fraudulent misrepresentation that exists outside the contract and is not automatically cut off by a survival clause written for representation-and-warranty claims, though this depends on how the claim is pleaded and whether the agreement's language purports to be a complete code for all claims arising from the transaction. A general limitation period, running from discovery of the fraud rather than from closing, may also apply to that separate claim. Because the interaction between a contractual survival clause and a fraud claim is genuinely complex, a buyer in this situation should get the specific facts and wording reviewed promptly.