How a No Offer Content Disclosure Clause Works Under Ontario TRESA Rules

Last updated 11 September 2026. Written by Jatin Dua, Broker of Record at RE/MAX Quantum Realty, 799 The Queensway, Etobicoke · For Ontario registrants · 10 min read

The situation these clauses were written for

Your buyer is in a competing offer situation. Their offer is strong, their financing is clean, and their agent has spent three weeks learning the building. Forty minutes after registering, the listing agent calls a different brokerage and tells them what your buyer wrote. That agent’s client improves by twelve thousand dollars and takes the property. Your buyer’s work becomes someone else’s negotiating floor.

Under the open offer process brought in by TRESA, that is not automatically improper conduct. The number of competing written offers must be disclosed to everyone making an offer, and no consent is needed for that. The substance may be disclosed too — but only on the seller’s direction, and never including the offeror’s personal information or anything else identifying them. The buyer’s consent is not part of the equation.

So the buyer’s only lever is contractual. That is what DISC-1 and DISC-2 are. Pull both from your own OREA member copy and read them side by side, because they solve the same problem in opposite directions and they are not interchangeable.

DISC-1 is an exit. DISC-2 is a promise.

DISC-1 (No Offer Content Disclosure) operates by giving the buyer a revocation right. If the seller, the seller’s brokerage or anyone else discloses the offer’s details or content before acceptance, the buyer may revoke by written notice delivered to the seller before acceptance, at which point the offer ends and the deposit comes back without deduction. It is self-help. It does not ask a court for anything and it does not depend on proving loss.

DISC-2 (No Offer Content Disclosure – Covenant) does something different. The seller promises not to disclose, and promises not to direct or permit their brokerage to disclose, before acceptance — and then carries that promise past acceptance, running until the conditions are waived or fulfilled, except where board or association rules dictate otherwise. That post-acceptance tail is the part agents miss, and in a conditional deal it is the part that protects the buyer from having their accepted price used to shake loose a backup offer.

The remedy difference is the whole point. Breach DISC-1 and the buyer has a defined, immediate, mechanical response. Breach DISC-2 and the buyer has a cause of action for breach of contract, which means proving damages. What is the measurable loss to a buyer whose accepted terms were mentioned to a neighbour? I have never seen anyone answer that convincingly. Tell your client that rather than let them believe otherwise.

The count is not the content, and the clauses do not touch the count

This trips people up in both directions. The number of competing written offers is disclosed to everyone making an offer and no consent is required for it, from anyone. Neither DISC-1 nor DISC-2 changes that, and a buyer’s agent who inserts DISC-1 thinking it will stop the listing brokerage from confirming there are five offers has misread the clause. What the clauses reach is the detail and content — price, terms, conditions, dates, the shape of the deal.

The other half of the rule is the one listing agents breach without meaning to. Where the seller directs that substance be shared, it must never include the offeror’s personal information or anything identifying them. “The other offer is firm at eleven over with a June close” is within the rule. “It’s from the couple who came through twice on Saturday” is not, and never saying a name does not save you. Identifying is broader than naming.

The notice mechanics, which is where DISC-1 actually fails

DISC-1 requires written notice to the seller before acceptance. Read that twice. The right is not “within a reasonable time after you find out.” It expires on acceptance. In practice this means the buyer’s agent has to learn about the disclosure, reach the client, get instructions, prepare and deliver a notice, all inside a window that the seller controls and can close at will by signing back.

OREA publishes a notice of revocation form (Form 108) intended for exactly this written-notice requirement, and you should know where it lives in your forms library before you need it at 9:40 on a Thursday night. But the form is only the paper. The delivery is the part that gets litigated.

High Tower Homes Corp. v. Stevens, 2014 ONCA 911 is the authority every agent in this province should have read and almost none have. As reported, a waiver was delivered by fax where the agreement called for personal delivery, and the delivery was ineffective. The notice clause governs. It does not matter that the other side actually received the document, or that everyone knew what was happening. If your agreement specifies how notice is to be given, that is how notice is given.

So before you rely on DISC-1, look at the notice provisions in the agreement your buyer is signing and make sure the method you are actually going to use — email to the listing agent, almost certainly — is a method the agreement permits. If it is not, fix the notice provisions, not the disclosure clause.

How the other side will read it, and why the clause sometimes loses the deal

I will be blunt about the commercial reality. In a competing offer situation, a listing agent presenting five offers to a seller will flag DISC-1 as a risk, because it is one. From the seller’s chair, an offer that can evaporate on a disputed allegation about a phone call is worth less than an identical offer without that feature. Sellers routinely pick the cleaner paper.

That is a real trade-off and your buyer is owed an honest conversation about it rather than a clause dropped into a schedule. Sometimes the answer is DISC-2 alone, which reads as a request for discretion rather than a trigger. Sometimes it is neither, and instead a frank call to the listing agent before you register. In a delayed offer situation the seller must have given specific, detailed written direction in advance — general instructions are not enough, and RECO says so expressly. Asking what that direction says tells you a great deal about the file.

Confidentiality clauses elsewhere in the book, and why they are better drafted

It is worth knowing that OREA has confidentiality clauses running the other way that are structurally tighter. RENT-2 (Confidentiality of Disclosed Rental Information) binds a buyer given rent rolls, leases and rent review material, carving out professional advice and the rent review process. LEASE/COMM-18 (Confidentiality) binds a commercial tenant not to discuss the terms with other tenants, agents, suppliers or customers, carving out their own legal and financial advisors. Both do what DISC-2 does not: they name the audience and they name the exceptions. That drafting instinct belongs with the buyer’s lawyer, not with us.

Your exposure as the registrant

First, advertising. Under Bulletin 5.1 you must not reveal the contents of an agreement, including the price, without the consent of all parties, and that applies after closing as much as before it. The “sold for $210,000 over asking” post is a disclosure of agreement contents, and unless every party has consented it is a problem regardless of how ordinary it has become on your feed.

Second, multiple representation. If you are in it, Bulletin 3.2 requires written disclosure, best efforts to confirm receipt, and each client’s written consent after they receive it, and the disclosure has to advise them to get independent professional advice first. You become a facilitator. That means no advice to either side on offer price or negotiating strategy — which in this context means you cannot tell your seller whether accepting an offer carrying DISC-1 is a good idea, and you cannot tell your buyer whether to include it.

Third, self-represented parties. Under Bulletin 2.4 you must confirm the person intends to proceed unrepresented, deliver and explain the RECO Information Guide and the Information and Disclosure to Self-Represented Party form, state plainly that you represent your client and not them, and make reasonable efforts to obtain a written acknowledgement of that form. And you must not advise them on price, terms or clauses. A self-represented buyer asking you what DISC-1 means is asking you to do something you cannot do. Point them to a lawyer and document that you did.

One correction worth making because it comes up constantly: there is no statutory requirement to obtain an acknowledgement for the RECO Information Guide itself. The Guide must be given and explained before you provide services to a client or assistance to a self-represented party. The written acknowledgement requirement attaches to the self-represented party form, not to the Guide.

How I have my agents handle a competing offer file

1. Ask the listing brokerage, before registering, how the seller has directed the process to run and whether offer substance will be shared.
2. Explain what the open offer process actually permits — the count goes to everyone, the substance goes out if the seller directs it, and the buyer’s consent is not required.
3. Decide with the client whether they want DISC-1, DISC-2, both or neither, and record that instruction in writing.
4. Before relying on DISC-1, confirm the agreement’s notice provisions permit the delivery method you will realistically use, and know where the revocation form is.
5. If disclosure happens, act the same day. The window closes on acceptance.
6. Keep your own conduct clean afterwards. The sold post is a Bulletin 5.1 question, not a marketing question.

Under TRESA a brokerage operates under either brokerage representation or designated representation, and which model applies is the brokerage’s decision, not yours. Under designated representation, confidential client information must not be shared with other agents in the brokerage without written consent — an offer-content question inside your own office, worth raising with your broker of record before a competing offer night rather than during one. The rest of the series is in the clause library.

Questions agents actually ask

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This is professional commentary from a Broker of Record on drafting and regulatory practice, not legal advice. Whether a particular disclosure breaches a covenant, and what remedy follows, are questions for the client’s own lawyer on the facts of the file. This is general professional commentary from a Broker of Record on drafting practice. It is not legal advice, it is not a substitute for your own brokerage’s policies, and it does not create any professional relationship. Clause codes refer to OREA’s Guidelines for Residential and Commercial Clauses, an OREA member resource — the clause wording itself is OREA’s and is not reproduced here. Always work from your brokerage’s approved forms, and send your client to a lawyer for anything turning on interpretation, enforceability or remedy. Legislation, regulator guidance and case law all change; verify anything you are relying on.