What if the seller cannot produce a promised document on closing day?

A missing document on closing day is a contract question before it is anything else. The purchase agreement lists what each side must deliver and says what happens if something is not delivered. Read those clauses, then ask your lawyer which options the agreement gives you. Pressure on closing day is real, but an agreed fix should be written down and signed, not left as a verbal promise.

Condition, covenant or both

Ask your lawyer whether delivery of the document is a condition of closing in your favour or only a promise to deliver (a covenant), and what the agreement lets you do in each case: refuse to close until it arrives, waive it, or close and claim afterwards. Quebec’s Civil Code says an obligation confers on the creditor the right to demand that it be performed in full, properly and without delay. Ask how the agreement treats waiver and whether a waiver by you affects later claims.

Documents that cannot be fixed afterwards

Some deliverables have a deadline. In Ontario, the WSIB says that if you are selling or purchasing a business’s assets, you should get a purchase certificate. It says you need to request the certificate before the date of sale, and that it may hold the purchaser liable for all amounts owed by the vendor up to the date of sale if you do not get a valid certificate. Other provinces run their own workers’ compensation regimes, so ask which clearances apply to your province and trade.

Corporate records

If the target is a federal corporation, the Canada Business Corporations Act (s. 20) requires it to keep records that include the articles and by-laws and any unanimous shareholder agreement, minutes of meetings and resolutions of shareholders, and a securities register. Provincial corporations follow their own statutes. If a seller cannot produce these, see what to make of missing corporate records.

Options on the day

• Ask for a short extension of the closing date, signed by both sides.
• Ask whether closing can proceed on a written undertaking to deliver the document, and whether part of the price can be held back until it arrives.
• Ask what the agreement says if you refuse to close, and what that does to your deposit.