The irrevocable clause is the line saying your offer stays open until a set time on a set date. Until then you have promised not to take it back. After it, there is nothing left to accept. Both halves of that cause problems.
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The clause names one party and one moment: this offer is irrevocable by the buyer until a stated time on a stated date, after which, if not accepted, it is void and the deposit is returned. Read whose name is in it. In a buyer's original offer the buyer is the one bound. After a sign-back, the seller is bound and the buyer holds the choice.
Ordinary contract law lets an offer be withdrawn at any time before acceptance. A signed promise not to withdraw complicates that, and Ontario practice treats the irrevocable period as binding. Whether a court would enforce it on particular facts is a real question, but it is not one you want to test from the wrong side of a purchase you have changed your mind about.
Acceptance has to happen inside the window, and acceptance means a signed acceptance communicated back to you, not the seller privately deciding to accept. An offer accepted a minute after the deadline is not an accepted offer at all; it is a counter-offer you are free to reject. That is worth knowing when a late acceptance arrives and the market has moved against you.
Short irrevocable periods are a negotiating tool. A few hours forces a decision before other buyers can organize themselves, which is exactly what a pre-emptive offer is designed to do. It also compresses your own review time to nothing. If you are giving a seller two hours to decide, you have given yourself two hours to have read what you signed.
A counter-offer is not a step in a negotiation as far as the law is concerned. It is a rejection. The moment the seller changes a number, a date or a word and signs it back, your original offer is dead and cannot be revived by you accepting it later. What comes back is a new offer, made by the seller, with its own irrevocable period running in your favour.
That flip catches people out. Buyers who felt locked in during their own irrevocable period assume they are still locked in after the sign-back, and stop looking at other properties. They are not. Sellers often do not realize that signing back has committed them until the new deadline, and that a better buyer arriving in the meantime cannot simply be accepted instead.
Every round of changes creates a fresh offer and a fresh clock, and each round compresses the schedule, because the conditions and requisition dates are usually pinned to the same closing date. Initial each amendment, keep the versions in order, and make sure the final signed copy — the one everyone initialled — is the one your lawyer receives. Reconstructing which version was accepted is a genuine dispute.
Amendments after acceptance work differently again. Once a binding agreement exists, changing it takes an amendment signed by both parties; a fresh offer is not the right instrument. If something arrives labelled as an offer after your deal is already firm, stop and ask what it is actually meant to do, because the answer changes what you would be agreeing to.
Deals die on mechanics far more often than on terms. The agreement says how documents are delivered and when they count as received: by email to a stated address, by fax, or personally. Delivery to your own agent is not delivery to the other side. A signed acceptance sitting in somebody's outbox at the deadline has not been communicated, and time is of the essence in the standard forms.
Set the expiry for a time when a human being is available. Late-night and holiday-weekend irrevocable periods sound clever and behave badly, because the person who has to sign, scan and send is asleep or unreachable and there is no grace period to fall back on. Build the deadline around when the other side can realistically respond, then confirm receipt in writing rather than assuming.
If the clock runs out with nothing accepted, the offer is void, the deposit comes back, and neither side owes the other anything. That is the clean outcome. The messy one is a late acceptance the buyer then relies on, or an acceptance the seller says was communicated in time and the buyer says was not. Keep timestamps for every document that moves.
A short irrevocable period is no reason to sign a document you have not read. Conditions, deposit timing, the closing date, chattels and fixtures and the requisition date all sit in the same agreement, and every one of them is harder to change after acceptance than before it. Send the draft to your lawyer while the terms are still yours to set. Our <a href="/pricing">pricing</a> is flat and published, across the whole <a href="/real-estate">real estate practice</a>.
It means the party named in the clause has promised to leave the offer open until that moment and not withdraw it. If the other side signs and communicates acceptance before the deadline, there is a binding agreement. If they do not, the offer expires on its own and the deposit is returned. The promise binds the person making the offer, not the person receiving it.
Assume not. Ontario practice treats the irrevocable clause as binding, and attempting to revoke can leave you facing a completed acceptance and a signed agreement you did not want. There are arguments in this area, but they are arguments, not a right you exercise by sending an email. If you need out, call a lawyer the same day, before you tell anybody else.
Long enough for the other side to get advice and respond, short enough that you are not locked up while the market moves. In a competitive situation it is often measured in hours; in a quiet one, in days. There is no legislated minimum or maximum, so set it deliberately rather than accepting whatever the form was last filled in with.
Your offer is rejected and replaced. The sign-back is a new offer from the seller, irrevocable by the seller until its own stated deadline, and you decide whether to accept it. You are no longer bound by your original terms, and neither side can revive the earlier version by signing it later. Every round of changes resets the clock completely.
Not automatically. Whether weekends and statutory holidays are excluded depends on how the agreement defines its time periods, and standard forms do not treat every deadline the same way. Do not assume you have an extra day, and do not rely on the other side being reasonable about it. Confirm the exact expiry and work backwards from that moment.
Open your file tonight — a licensed Ontario lawyer will confirm everything with you by tomorrow.