Is it too late to claim against the seller months after closing?

Finding a problem months after closing does not automatically end your options, but it starts two separate clocks. One is set by provincial limitations legislation. The other is set by the purchase agreement you signed. Missing either can cost you a claim that was otherwise sound.

The statutory clock starts at discovery

Ontario’s Limitations Act, 2002 treats a claim as discovered on the earlier of the day the claimant first knew the loss occurred, that an act or omission of the other party caused it, and that a proceeding would be appropriate, or the day a reasonable person in their circumstances ought to have known. The claimant is presumed to have known on the day of the act or omission unless they prove otherwise. British Columbia and Alberta use the same knew-or-ought-to-have-known idea, and all three Acts also set a separate ultimate limitation period.

The contract clock can be shorter

Treadstone Law’s guide to problems found after closing says purchase agreements typically require formal written notice of a claim within specific timeframes, and that missing that step can jeopardize recovery. It also asks what survival period applies to the representation concerned. Ontario’s Act lets parties to a business agreement vary most limitation periods, and it defines vary to include shortening. In Alberta, an agreement may extend a limitation period, but one that purports to reduce it is not valid.

Not every surprise is a claim

The same guide points out that if nothing in the agreement was false and no liability was misallocated, an unwelcome discovery may simply be the risk of owning a business. It also notes that a basket, which is a minimum claim threshold, or a cap on total indemnity exposure can decide whether a claim is worth pursuing.

What to do on finding a problem

Read the survival and notice provisions first, and write down what you found and the date you first learned of it, since the discovery date can decide the statutory question. Because the contract can shorten the window, speak to a lawyer promptly rather than waiting to see whether the problem grows. The glossary entry on indemnity explains the usual route to recovery.