What are my rights as the seller if closing is delayed?

A seller’s position when closing slips depends on what was signed and why the date moved. BDC notes that at the definitive agreement stage the focus shifts to representations and warranties, indemnities, closing conditions and post-closing adjustments. Those clauses, not a general rule, set what you can do when the day passes without a closing.

Start with the agreement’s dates

Find the closing date, and whether there is a later outside date. Check how an extension must be made and who may ask for one. Check which unmet conditions let either side terminate, and what happens to any deposit if that occurs. If the agreement does not answer one of these questions, ask your lawyer before you agree to anything verbally.

Some delays are set by law

Under s.114 of the Competition Act, the parties to a notifiable transaction must notify the Commissioner before it is completed. Under s.123(1), it cannot be completed before the end of 30 days after the Commissioner receives the information, or 30 days after additional information is received if the Commissioner required it within that first period. Section 123(2) allows completion earlier if the Commissioner notifies the parties that no application under s.92 is intended at that time. Ask your lawyer whether your deal is notifiable.

Certificates can lapse while you wait

The WSIB says a purchase certificate for an asset sale is valid for 30 days from its printed issue date and must be requested before the date of sale. If closing moves past that date, ask the WSIB what a replacement needs. Other provinces’ workers’ compensation boards have their own clearance processes.

Put every change in writing

Keep each extension, waiver or revised condition in a written amendment signed by both sides, with the new date stated. Keep a dated record of who caused the delay and what each side did, so that a lawyer can see what happened if the delay becomes a dispute.