The Power and Binding Nature of a Promise to Purchase in Quebec: Understanding the Legal Stakes of Section 6
In Quebec real estate, the moment a buyer signs a Promise to Purchase — or Offre d’achat — is the moment a powerful legal mechanism is set in motion. Governed by both the Civil Code of Québec (CCQ) and the rules of the Organisme d’autoréglementation du courtage immobilier du Québec (OACIQ), this isn’t just a preliminary step — it’s a bilateral contract with serious legal consequences for all parties involved.
What Is a Bilateral Contract in Quebec Real Estate?
According to Article 1378 of the CCQ, a contract is formed when two parties consent to create obligations between them. In the case of a Promise to Purchase, once it is signed by both the buyer and seller, it becomes bilateral: both parties are bound. The buyer commits to purchasing the property under defined conditions; the seller commits to selling it on those terms.
This is not a mere letter of intent or a “maybe” — this is a legal contract. Backing out without cause (as defined within the agreed conditions) can expose either party to serious consequences, including financial penalties or even lawsuits for damages under Articles 1458 and 1611 of the CCQ.
The Legal Weight of a Promise to Purchase
The CCQ and OACIQ regulations make it clear: once conditions such as financing, inspection, and title review are met or waived, the Promise to Purchase becomes fully binding and irrevocable (Art. 1710–1712 CCQ). The property is considered sold, and neither party can backtrack without potential legal exposure.
This is why the Promise to Purchase is often referred to as the “final contract before the notarial deed.” While the deed of sale formalizes the transfer of ownership, the true legal commitment begins at the signing of the promise.
Removing a Name from a Promise to Purchase: A Risky Amendment
Now, consider this: a couple — or two co-purchasers — submits a joint Promise to Purchase. Their combined financial profile qualifies them for a mortgage. But at some point, one name is voluntarily removed via amendment to the PP, and the remaining buyer ultimately fails financing.
This seemingly small change can result in the entire deal collapsing — a collapse that may have been avoided had both names remained. The consequences are significant:
- The seller loses a sale.
- The listing agent risks liability for negligence under OACIQ ethical obligations (see Regulation respecting brokerage requirements, professional conduct and discipline, s. 13, 14, 15).
- The buyer could face legal action for failure to fulfill contractual obligations, particularly if they did not act in good faith (Art. 6, 7, 1375 CCQ).
Understanding Section 6 of the Promise to Purchase: The Financing Clause That Can Make or Break a Sale
Too often underestimated, Section 6 of the Promise to Purchase governs one of the most critical conditions in Quebec real estate: financing. Comprised of sub-clauses 6.1, 6.2, and 6.3, this section determines the buyer’s obligation to obtain a hypothecary loan (mortgage), and outlines what happens if they fail.
6.1 – Terms and Conditions of the Loan
Clause 6.1 requires the buyer to act in good faith and without delay to secure a mortgage matching specific terms: loan amount, interest rate, amortization (e.g. 25–30 years), and minimum term. This is a binding contractual obligation — not a suggestion. If the buyer makes no serious attempt or delays unreasonably, they may be in breach of contract.
It also sets boundaries: the buyer cannot be forced to accept a loan that exceeds the max interest rate or deviates from the conditions listed. The intent is to balance protection for both parties — enabling financing while preventing exploitation.
6.2 – Proof of Commitment
This clause requires the buyer to submit written proof of mortgage approval — called an "undertaking" — within a set timeframe (e.g. 5, 7, or 10 days). Once received, this satisfies the financing condition and locks in the Promise as fully binding.
But if no such letter is submitted, or if the buyer simply cannot qualify, the next step falls to the seller — and that’s where clause 6.3 becomes critical.
6.3 – Absence of Proof: Seller's Options
Clause 6.3 gives the seller the right to:
- (a) Force the buyer to reapply with a lender of the seller’s choosing, within a short deadline; or
- (b) Declare the Promise null and void.
⚠️ If the seller does nothing within five (5) days, the Promise becomes void automatically — a detail that could result in a lost sale if not actively managed.
This clause becomes even more significant if only one buyer remains after an amendment — and financing fails. Without a protective fallback clause reinstating the original co-buyer, clause 6.3 becomes the final lever of decision. And if the listing agent facilitated the name removal without proper documentation, they may bear professional liability under OACIQ ethics and Quebec civil law.
OACIQ’s Position on Broker Duties and Buyer Protection
The OACIQ is clear: a licensed broker must act in the best interests of their client and the integrity of the transaction. If an agent failed to:
- Document the removal of one buyer properly
- Include protective conditions or fallback clauses
- Communicate with the buyer’s broker to assess risk and get things in writing in email and Immocontact.
…then that agent could be liable under professional conduct rules, and the seller could file a complaint with the Syndic of the OACIQ for negligence.
Moreover, according to Article 20 of the Real Estate Brokerage Act, a broker who fails in their duty to advise and inform may be subject to sanctions, suspensions, or fines.
The Importance of a Protective Clause
Any time a name is removed from a Promise to Purchase — whether due to relationship breakdown, strategic repositioning, or simple miscommunication — it is imperative to include a clause like:
“In the event that the remaining buyer is unable to obtain financing, this amendment becomes null, and the original Promise to Purchase with both buyers shall remain in force.”
This provides a legal safety net for all parties and protects the seller’s interests, preventing unnecessary deal collapses. It also reinforces the fact that a Promise to Purchase is not a fluid or speculative instrument — it is legally binding.
The Final Word: Binding Means Binding
The strength of the Quebec legal system lies in the clarity of its contractual obligations. When both parties sign a Promise to Purchase, they’re not simply expressing intention — they’re entering into a contract with force and consequences (art 1439 CCQ, art 1458 CCQ, Art 1378 CCQ). Brokers who fail to take precautions, document amendments, or communicate financial implications risk sabotaging their own listings and breaching ethical duties.
A name on or off a contract may seem small. But in Quebec real estate, every name matters, every signature counts, and every decision must be backed by full knowledge of the law.
Thinking of Buying or Selling a Property in Quebec?
I’m Albert Laurin — real estate broker with RE/MAX2000 and founder of the Laurin Immobilier⚜ brand Podcast. With deep local insight from NDG to Pointe-Claire and beyond, a proven media reach across YouTube, Facebook, and my strategic podcast Laurin Immobilier⚜, I don’t just list properties — I market them with precision and power.
As a former police officer trained in legal and ethical frameworks, I bring more than just sales — I bring integrity and strategic insight to every transaction.
- Looking to List (sell): A Marketing advantage, with over 30,000+ followers across my Betweenplays Media platform featured on my website Betweenplays.com, Youtube, facebook, Spotify and Apple Podcast and The Laurin Immobilier Podcast, your listing has that extra advantage in reaching potential buyers besides Centris and MLS.
- Looking to Buy: Lets get you understanding the market and what the value of your dollar can buy you, automated email list and one on one real searches, lets take the day and go look at listings together.
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