Protect Your Buyer: The Condition That Lets Them Walk Away

Everything in this series so far has been about reading documents: the attestation, the minutes, the financial statements, the contingency fund. That reading only protects your buyer if they can still act on what it finds. In practice, that means a condition in the promise to purchase (promesse d'achat) that lets them withdraw, or renegotiate, once they have read the documents.

That condition is clause 9.1, Review of documents by the buyer. Most offers have one. Whether it actually protects your buyer depends on the details: what it lists, the deadline, and the notice. Where it tends to fail depends on what your buyer is buying.

Divided co-ownership: complete the list and watch the dates

The OACIQ's mandatory Promise to Purchase, Co-ownership (PPD) already names the syndicate's main documents in clause 9.1: the declaration of co-ownership and its amendments, the information provided by the syndicate, the minutes of the meetings of co-owners and of the board, the building's insurance policy, the description of the private portion, the self-insurance fund, and the financial statements, including the state of the contingency fund. The house form (PP) excludes co-ownership and names none of them.

Add what the printed list doesn't cover: the syndicate's attestation, the current budget, the contingency fund study, the maintenance log, and any quotes or expert reports mentioned in the minutes.

Set a deadline that can be met. Since August 14, 2025, the seller must give the buyer the syndicate's attestation (art. 1068.1), and the syndicate has 15 days to produce it once asked. If the seller hasn't asked yet, a five-day deadline won't hold. Our article on the attestation covers what it contains.

Watch the notice period. The buyer has seven days after the deadline to notify the seller in writing that they are not satisfied, or that the documents didn't arrive. If they don't, they are deemed to have waived the condition. Put both dates in your calendar the day the promise is accepted.

Undivided co-ownership: write the list yourself

The mandatory promise to purchase for undivided co-ownership (PAI) has the same clause 9.1, with the same seven-day notice, but the list is blank. There is no syndicate, so the form can't name its documents.

Write them in: the co-ownership agreement (convention d'indivision), the budget, the financial statements, the minutes of the owners' meetings, the insurance, and any reserve fund the owners keep. Leave the list empty and the condition covers nothing. Our article on undivided co-ownership and shares explains what to look for in them, including the other owners' right of pre-emption or redemption.

Shares: make sure there is a condition at all

There is no OACIQ form for buying shares in a corporation that owns the building, and the OACIQ recommends involving a specialized lawyer. Whatever offer you end up using, make sure it is conditional on your buyer reviewing the corporation's documents: the shareholders' agreement, the by-laws, the lease for the apartment, the financial statements, the minutes of shareholders' and board meetings, and any reserve fund. None of the protections of divided co-ownership apply here, so that condition is the only review your buyer gets.

Without a working condition

The inspection condition covers the physical state of the unit, not the building's finances. If the review condition is missing, lists the wrong documents, or has lapsed, it can't be relied on for what the documents reveal. Your buyer's only remaining way out is to refuse to sign the deed and face a claim from the seller.

When the documents point to a special assessment

This is where the condition earns its place. If the minutes and the fund study show major work coming that the fund can't cover, your buyer has a reason to revisit the price that comes from the building's own records, not from an opinion.

The principle is simple. Take the cost of the work, subtract what the contingency fund (fonds de prévoyance) will hold when the work is done, and multiply the gap by the unit's relative value (valeur relative), which the declaration lists. Contributions, including special assessments, are shared in that proportion (art. 1064).

The same arithmetic applies when the gap is in the self-insurance fund (fonds d'autoassurance), which pays the deductibles on the building's insurance. Since April 15, 2022, it must be built up to the highest deductible in the policy, earthquake and flood excluded (art. 1071.1). A shortfall is usually made up through the next budget: if the highest deductible is $50,000 and the fund holds $10,000, the co-owners must contribute $25,000 that year, or about $1,150 for your buyer at 4.6%. But if a claim comes first, a water damage claim for instance, the syndicate needs the missing $40,000 at once, and your buyer's share of a special assessment would be about $1,840. In a building with a history of water damage claims, that is worth knowing before the offer is final.

The seller already knows these facts. They received the notice of the meeting, the budget and the minutes. On the seller's declarations, they were asked whether special assessments have been voted but are not yet payable, or are being planned, and clause 10.2 of the PPD asks whether they have received a notice of special assessment.

Within the condition's time period, your buyer can accept the documents and proceed, propose an amendment to the promise (a lower price, or the seller paying or sharing the assessment), or give written notice that they are not satisfied.

Whatever is agreed, put it in writing. Under clause 11.3 of the PPD, a syndicate claim is payable by whoever owns the unit when it becomes due, whatever the date of the meeting that approved it. In a 2025 decision, the OACIQ's discipline committee found a broker guilty after a buyer was told the seller would bear future special assessments, but nothing in writing said so. For the wording of that clause, involve the notary or a lawyer.

Before you write the offer

• Confirm the structure at the land registry: divided, undivided or shares.
• Divided: use the PPD and add the attestation, the fund study and anything else you need to its list.
• Undivided: use the PAI and write the full list into clause 9.1.
• Shares: make sure the offer, whoever drafts it, is conditional on reviewing the corporation's documents.
• Set a delivery deadline that leaves room for the syndicate's 15 days.
• Note the seven-day notice deadline the day the promise is accepted.
• If the documents point to a special assessment, put a number on it, cite the pages, and put whatever is agreed in writing.
• Put your advice in writing too. Our article on the broker's duty of diligence shows why it matters.

Sources

• OACIQ, Promise to Purchase, Co-ownership (PPD)
• OACIQ, Promise to Purchase, Residential Immovable (PP)
• Civil Code of Québec, art. 1068.1
• OACIQ, Promise to Purchase, Undivided co-ownership (PAI)
• OACIQ, Co-ownership by shares (securitization)
• Civil Code of Québec, art. 1064
• Civil Code of Québec, art. 1071.1
• OACIQ, Seller's declarations, divided co-ownership
• OACIQ discipline committee, 2025 decision