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ARTICLE · 09 JULY 2025

No Reasons Required For Using Lawyer Review Clause To Terminate Transaction (Yui v. Yan)

Gardiner Roberts LLP
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In cooling real estate markets, it may be increasingly common for buyers to include various conditions in an Agreement of Purchase and Sale (APS) allowing them to take the time to consider...

CanadaLitigation, Mediation & Arbitration
James R.G. Cook
James R.G. Cook
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In cooling real estate markets, it may be increasingly common for buyers to include various conditions in an Agreement of Purchase and Sale (APS) allowing them to take the time to consider and back out of a proposed transaction. One condition that may be included in an offer is for the buyer's lawyer to review and approve the APS. If a buyer subsequently backs out of the transaction using this condition, the seller may understandably question why the buyer has done so. However, a buyer may be under no obligation to disclose any reasons for relying on the lawyer's review condition.

In Yui v. Yan, 2025 ONCA 410 (CanLII), the buyers entered into an APS with a seller (by way of an assignment) and paid a $60,000 deposit. The APS included a condition that provided the buyers with the right to terminate the APS if its terms were unacceptable to their lawyer based on their lawyer's opinion. Any notice terminating the APS had to be delivered in writing within 17 banking

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