The deadline stated in an accepted purchase offer is not binding unless the parties have agreed otherwise.
When signing an offer to purchase a property or sell it, is the deadline for the signing of the deed of sale binding or simply indicative?
Thus, a seller accepts an offer to purchase his property, stating that the buyer will acquire it on or before May 31st. On the specified date, the buyer, unable to meet his obligations for financial reasons, obtains an additional extension from the seller. The signing of the deed is then postponed to the following days. At the end of August, the parties again postpone the signing to a later date, stating: "No later than January 15th of 1987, but not before December 31st 1986".
Silent until January 16th, the buyer contacts the notary and requests that the closing session be scheduled for January 26th. The seller knowingly refuses to attend. Feeling aggrieved, the buyer turns to the Superior Court* to seek redress. The court, finding the buyer's evidence inconsistent and contradictory, rules in favor of the seller. It concludes that words must be given their ordinary meaning and that thus the last agreed deadline is clear, precise, and binding. The Court of Appeal** has also upheld the decision of the trial judge, reiterating that the jurisprudence states that "the deadline stipulated in an accepted offer to purchase is not binding unless the parties have agreed otherwise".
Common sense in words leads to rigour, especially with regard to deadlines.
**CA 500-09-000671-891, 1997-05-07
