In real estate contracts, every change to an offer is a counteroffer. Even when it looks like a formality. Ali et. al. v. Patel et. al. is the case that makes that point in painful dollars.
The Offer That Fell Apart
The buyers submitted a firm, no-conditions offer on a home. Price, deposit, and closing date were all agreed. The sellers were ready to accept.
Instead of just accepting, the sellers returned the signed agreement with one small addition: Schedule B. This was a COVID-era schedule that addresses banking delays, office closures, and other logistical contingencies. The MLS listing had mentioned Schedule B was required, and the sellers viewed it as a routine part of the deal.
Overnight, the buyers reconsidered. By the next morning, they backed out. Their argument: because the sellers added Schedule B after the original offer was sent, they had not accepted. They had counter-offered. No binding contract was ever formed.
The Loophole That Cost $50,000
The sellers believed the essential terms. Price, deposit, closing date. Had been agreed, and Schedule B simply formalized something the MLS listing had already flagged.
In contract law, any change to an offer, even a minor one, creates a counteroffer that both parties must agree to. The buyers had never signed off on the revised contract with Schedule B. That meant no binding agreement.
The court ruled in favour of the buyers. The sellers lost the $50,000 deposit, had to relist the property, and eventually sold it at a $25,000 loss on top.
The Takeaway
The basic principles of contract law. Offer and acceptance. Aren't legal formalities. They are the foundation of every deal. If you change anything when you sign back an offer, you haven't accepted. You've made a new offer. And until the other party signs back, you have nothing binding.
When you receive an offer you'd like to "just clean up," call your lawyer first. A 10-minute conversation prevents a $50,000 problem.
Get a free quote. We review every clause before you sign back.
Common questions
Can a seller change an offer before accepting it in Ontario?
Not without risk. In contract law, any change to an offer, even a minor one, creates a counteroffer that both parties must agree to. Until the other side signs back the revised terms, there is no binding deal, and they are free to walk away. Outcomes always depend on the facts of each situation.
What happened in Ali v. Patel?
Ontario sellers received a firm, no-conditions offer and returned it signed with one addition: Schedule B, a COVID-era schedule covering banking delays and office closures. The buyers backed out the next morning. The court found the addition created a counteroffer, so no contract existed. The sellers lost the $50,000 deposit and resold at a $25,000 loss.
Does it matter if the MLS listing said a schedule was required?
Not in this case. The MLS listing in Ali v. Patel mentioned Schedule B was required, and the sellers viewed adding it as routine. The court still treated the late addition as a counteroffer, because the buyers' signed offer did not include it. What the listing says is not the same as what the contract says.
Should I talk to a lawyer before signing back an offer with changes?
Yes. Once you alter anything on a sign-back, even something that looks like a formality, you have made a new offer, and the other party can refuse it. A short review before you sign back catches additions that could undo the deal. In Ali v. Patel, one added schedule cost the sellers their sale and their deposit.
About the author: Christian Janisse is a licensed Ontario real estate lawyer and the founder of Simplyclose Law Professional Corporation. He acts for buyers, sellers, and lenders on purchases, sales, refinances, and title transfers across Ontario — in person in Windsor and remotely province-wide.