The Lawyer Review Condition in an Ontario Offer to Purchase

In a fast-moving offer situation, buyers and sellers sometimes sign an Agreement of Purchase and Sale before either side's lawyer has looked at it. A lawyer review condition — sometimes written as "subject to review and approval by the buyer's (and/or seller's) lawyer" — builds in a short window afterward for that legal review to happen, without holding up the offer itself.

It's one of the more commonly used conditions in Ontario resale offers, but it's often misunderstood as just a formality. Used properly, it's a meaningful protection, and knowing how it actually works helps you use it well rather than let it lapse unnoticed.

What a Lawyer Review Condition Actually Says

At its core, the condition makes the agreement conditional on a party's lawyer reviewing the document — the full agreement, including any schedules, clauses about fixtures and chattels, closing date, deposit terms, and any other special conditions — and approving it, or the deal can be terminated within a defined window.

It's a genuine condition like any other: if it's not satisfied or waived properly and on time, the agreement can come to an end under its own terms, the same as a financing or inspection condition that isn't met.

Why Buyers (and Sellers) Use It

The most common scenario is a multiple-offer situation, where buyers are asked to submit offers with tight deadlines and little or no time to have a lawyer review the document before signing. A lawyer review condition lets a buyer make a competitive offer — sometimes even without other conditions attached — while still building in a legal safety check immediately afterward.

Sellers sometimes include the same protection on their own side, particularly for private sales, unusual property types, or agreements drafted outside a standard board form.

What a Lawyer Actually Checks During the Review

• [ ] Whether the closing date is realistic given the buyer's or seller's other obligations
• [ ] Whether deposit terms, including any top-up requirements, are clearly and fairly drafted
• [ ] Whether special clauses — assignment rights, HST treatment, tenancy status, fixtures and chattels lists — are clear and enforceable
• [ ] Whether any other conditions in the agreement are properly worded, with clear deadlines and delivery requirements
• [ ] Whether anything in the agreement conflicts with information the client has already provided, such as financing plans or an existing tenancy

If the lawyer finds a genuine problem, they'll typically reach out to the other side's lawyer to try to negotiate an amendment before the review deadline, rather than simply terminating the deal outright.

Realtors vs. Lawyers: Why This Condition Exists at All

Real estate salespeople and brokers are licensed under the Trust in Real Estate Services Act (TRESA) and regulated by the Real Estate Council of Ontario (RECO). They help negotiate and prepare standard-form agreements, but they cannot give legal advice, interpret legal clauses, or provide an opinion on the legal effect of what's been signed. That's the role of a lawyer, licensed separately by the Law Society of Ontario (LSO).

A lawyer review condition exists precisely because those two roles are different. It gives a licensed lawyer — not the buyer's or seller's realtor — the chance to look at the legal substance of the agreement before it becomes truly binding.

When You Should Insist on Including One

• You're in a multiple-offer or bidding-war situation and had no time to have a lawyer review the offer before signing
• You're buying from a private seller, without either side represented by a realtor
• The agreement includes non-standard clauses — an assignment, a tenanted property, a pre-construction resale, or unusual fixture and chattel arrangements
• You're unfamiliar with the specific board form being used, or the deal was assembled quickly under pressure

In a competitive market, some sellers resist accepting offers with a lawyer review condition because it introduces uncertainty for them too. Whether to insist on it is ultimately a judgment call your realtor and lawyer can help you make based on the specific deal.

Frequently asked questions