Can a buyer be forced to close despite unproven doubts?

A buyer who has signed a binding purchase agreement cannot simply walk away because they feel uneasy. Whether a seller can force them to close depends on what the agreement says, which remedies the law allows, and whether the buyer has a contractual way out. This page speaks about Canada generally and cites two provincial rules, one from Québec and one from Ontario. Every other province and territory applies its own contract and court rules, which this page does not set out.

What Québec’s Civil Code says about forcing performance

The Civil Code of Québec gives a creditor the right to demand that an obligation be performed in full, properly and without delay. Where the debtor fails to perform without justification and is in default, the creditor may, without prejudice to the right to performance by equivalence, force specific performance, obtain resolution or resiliation of the contract or a reduction of the creditor’s own correlative obligation, or take any other measure provided by law. A separate article says a creditor may demand specific performance in cases which admit of it. That qualifier matters: the remedy is not available for every broken promise.

What Ontario’s Courts of Justice Act adds

In Ontario, the Courts of Justice Act says a court that has jurisdiction to order specific performance may award damages in addition to, or in substitution for, that order. For a seller, that means the choice is not only between forcing the sale and losing it. Damages can stand in for an order to close. Which one a court would give on your facts is a question for a lawyer in your province.

Doubts are not the same as a default

The Civil Code lets a party refuse to perform its own obligation to a corresponding degree when the obligations are exigible and the other party fails to perform to a substantial degree or does not offer to perform, unless the first party is bound by law, the will of the parties or usage to perform first. That speaks of an actual failure. A worry when nothing has yet gone wrong is a different thing, and a buyer’s protection against it, if there is any, is a condition written into the agreement.

Questions to settle before you sign

• Is every closing condition tied to something objective, with a date and a named person who decides whether it is met?
• Does the agreement say what the seller may claim if the buyer does not close, and whether that list is exclusive?
• Does the agreement say who holds any deposit and when it is released?

Read what happens between the LOI and closing for the order of events, and ask a lawyer to review the conditions. The Barreau du Québec says lawyers advise on the legal aspects of everyday life and assist in drafting legal documents.