Assignment Clauses in a Resale Home Purchase Agreement in Ontario

Most conversations about "assigning" a real estate deal in Ontario are actually about pre-construction condos. But assignment — transferring your rights and obligations under an Agreement of Purchase and Sale to someone else before closing — can come up in a resale, non-condo purchase too, and the rules aren't identical.

If your circumstances change after you've signed a resale APS — a job relocation, a financing problem, a change of heart — you may wonder whether you can simply hand the deal to another buyer instead of closing it yourself. The short answer is: only if the agreement allows it, or the seller agrees.

This article explains what an assignment clause does in a resale purchase agreement, when assignment is realistically available, and what to check before you try it.

What "Assigning" a Purchase Agreement Means

An assignment transfers your position in the contract — your right to buy, and your obligation to close — to a new party (the assignee), who then completes the purchase directly with the original seller in your place. Done properly, you step out of the transaction and the assignee steps in.

This is different from simply reselling a property you already own. In an assignment, you never take title to the property yourself; you're transferring a contractual right to buy it before your own closing happens.

Is Assignment Allowed by Default?

Most standard-form resale agreements either restrict assignment outright or require the seller's written consent before a buyer can assign their interest. Unlike some pre-construction condo agreements — which are sometimes drafted with an assignment framework built in, subject to developer approval and fees — an ordinary resale APS is typically not designed with assignment in mind at all.

That means the starting assumption for a resale deal should be that assignment is not available unless the agreement specifically permits it or the seller separately agrees in writing.

Resale Assignment vs. Pre-Construction Condo Assignment

Resale condo purchases and MLS transactions are their own category too — an assignment sale is legally distinct from an ordinary resale purchase, and buyers should not assume the two work the same way.

Land Transfer Tax and Assignments

One point worth flagging: Ontario land transfer tax is calculated on the "value of the consideration" for a transaction — not simply the number written as "purchase price" on a form. Where an assignment involves an assignment fee or other value changing hands, that can affect how the transaction is treated for land transfer tax purposes. Because this area is fact-specific and the applicable calculations can be complex, don't estimate this yourself — have your lawyer confirm how it applies to your transaction before you commit.

Practical Steps to Assign a Resale Agreement

1. Read your agreement's assignment language first. Look for an outright prohibition, a consent requirement, or silence — each leads to a different conversation with the seller.
2. Approach the seller, through your lawyer or agent, before you have a signed assignee lined up, so you know whether consent is realistic.
3. Get any consent in writing, ideally as a formal amendment or separate assignment agreement, not a verbal understanding.
4. Confirm how deposits are handled — whether your original deposit transfers to the assignee's credit, is returned to you, or is dealt with some other way.
5. Have a lawyer document the assignment properly, including who remains liable if the assignee fails to close.

Frequently asked questions