Representations and Warranties Ontario Real Estate

Published 11 September 2026 · By Jatin Dua, Broker of Record, RE/MAX Quantum Realty

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 short answer

In an Ontario agreement of purchase and sale, a representation or warranty merges on closing unless the agreement says it does not. Once the transaction completes, a promise that was not drafted to survive is generally gone, and the buyer is left with whatever they can prove outside the contract. That is what the REP/WARR family exists to fix. The second point matters even more and almost nobody drafts for it: a warranty framed by what the seller knows is fixed as at signing. It is not a continuing promise about how the property stands on closing day unless it has been written to be one. Coppendale v. Mills turned on exactly that distinction and cost the buyers their deposit plus damages.

Merger is the default, and it is why half these clauses exist

The call comes three weeks after closing. The buyer has found something, the seller said something about it during the deal, and the buyer wants to know what they can do. The first question their lawyer asks is not whether the seller was telling the truth. It is whether the promise survived the closing.

The general position in an Ontario conveyance is that the agreement’s terms merge into the transfer on completion. The deal is done and terms not drafted to live past that point generally stop being available. Whether merger applies to a particular term is a legal question your client’s lawyer owns. But draft as though the default runs against your buyer, because it usually does.

The short version

Assume nothing survives closing unless the agreement says it survives. If a warranty matters to your buyer after the move-in date, it needs a survival clause attached to it in the same schedule. Adding one is a sentence. Arguing about it later is a lawsuit.

The codes, and what each one actually does

Pull the current wording from your own OREA member copy before you use any of these. Here is the map.

Code	What it is for	What it does not do
REP/WARR-1 (Seller Not Liable)	Records one specific disclosed possible latent defect and releases the seller for that named item	It is not a general as-is clause
REP/WARR-2 (Seller Representations – General)	A blank you fill with the specific promise, with survival built in and pinned to how the property stands on closing day	It does not draft itself. A vague fill-in is a vague warranty
REP/WARR-3 (Seller Representations – Termination Remedy)	The same, plus a stated right to terminate before completion if a representation is wrong	A pre-closing remedy, not a post-closing damages route
REP/WARR-4 (Warranties – Specific Time Period)	Survival with an expiry date, and the buyer must serve written notice of a claim before it	Leave the date short and the warranty dies before discovery
REP/WARR-5 (Warranties – Survive Completion)	The plain survival clause, no time limit	It does not pin the warranty to how the property stands on closing day
REP/WARR-6 (Survive Completion – Limited to Current Transaction)	Survival, pinned to how the property stands on closing day	The seller-friendlier version. Know which one you agreed to
REP/WARR-7 (Buyer Not Non-Canadian)	Buyer warranty about the federal prohibition, surviving completion, backed by a statutory declaration	It does not touch provincial or municipal foreign buyer taxation
REP/WARR-8 (Seller Warranty Vacant Home Tax)	Seller warranty on municipal vacant home tax, with declaration and proof on closing	It does not remove a lien already attached to the property

Notice the relationship between REP/WARR-5 and REP/WARR-6. Both make a warranty survive. One pins it to how the property stands on closing day and the other does not. Acting for a buyer and accepting the pinned version without noticing narrows the promise. Acting for a seller and accepting the unpinned version may widen it.

The knowledge problem: a warranty about knowledge speaks at signing

Agents reach for the phrase to the best of the seller’s knowledge constantly, usually as a compromise when a seller will not give a flat promise. It is sensible drafting with a consequence almost nobody spells out. A warranty framed by the seller’s knowledge is a statement about what the seller knew at the moment they signed. It is not a rolling promise retested every day until closing unless somebody drafts it that way.

In Coppendale v. Mills, 2025 ONSC 5192, as reported, buyers who had gone in without an inspection condition discovered basement moisture before closing and refused to complete, relying on a warranty framed by the seller’s knowledge. The court read that warranty as speaking to the seller’s knowledge at signing, not as a promise about the state of the property at closing. The buyers forfeited the twenty-thousand-dollar deposit and were ordered to pay a further $206,703.56 in damages.

Two different axes run through this category and they are easy to confuse. One is when the promise speaks — at signing, or at completion. The other is how long it lasts — does it survive closing, and for how long. A buyer who wants real protection needs both handled, because a knowledge warranty given at signing with a survival clause bolted on is a different animal from a warranty that speaks at completion and survives it.

SIGNING KNOWLEDGE IS NOT CLOSING CONDITIONIf your buyer is relying on a seller warranty instead of an inspection, be explicit with them in writing: a knowledge warranty tells them what the seller knew when they signed. It does not tell them the property will be in any particular state on closing day, and a buyer who refuses to close on the strength of one is exposed to the seller’s full losses, not just the deposit.

Choosing a survival clause, and the date blank that ruins it

Open-ended survival (REP/WARR-5). The warranty keeps running. A buyer wants this. A seller’s lawyer will usually push back on it for anything meaningful, because it leaves an indefinite tail.
Survival limited to the state at completion (REP/WARR-6). The promise lives on, but it only ever spoke to the property as it was on closing day. This is the common middle ground and the one that ends up in most residential schedules.
Survival with an expiry (REP/WARR-4). The warranty survives but dies on a stated date unless the buyer has served notice of a claim first. This is the most commercial of the three and the most dangerous to draft casually.

The expiry version deserves a warning. The date is a blank and somebody has to choose it. Ninety days sounds reasonable when you are typing it in February. It is not reasonable for a warranty about water penetration on a June closing, because your buyer will not have seen a real rain event before the clock runs out. Match the period to the subject matter: a roof warranty needs a wet season in it, a heating warranty needs a heating season.

Drafting order I use

Write the promise. Decide whether it speaks at signing or at completion. Then attach the survival clause and, if it has an expiry, set the date against the seasons and the subject matter rather than against a habit. Three decisions, in that order, and most of the arguments disappear.

REP/WARR-1 is a scalpel, not an as-is clause

The clause is built for a narrow job: a specific possible latent defect identified and disclosed, the buyer acknowledging they know about that thing, taking responsibility for investigating it, and releasing the seller for it. It has a name in the blank. Used that way it is honest and useful — it puts the disclosure on the face of the agreement where nobody can later say they were not told.

A release clause does not switch those duties off. It records that a disclosure was made. If you are on the listing side and you are reaching for a release clause because there is something you would rather not describe precisely, you are using the wrong instrument for the wrong reason.

REP/WARR-7: the non-Canadian warranty and what sits behind it

The federal Prohibition on the Purchase of Residential Property by Non-Canadians Act has been in force since 1 January 2023 and extended to 1 January 2027, unless further extended. It reaches buildings of up to three dwelling units inside census metropolitan areas and census agglomerations. Vacant land has been exempt since 27 March 2023, and properties of four or more units fall outside it. Contravention carries a fine of up to $10,000 and the court may order a sale.

REP/WARR-7 is the buyer-side warranty, surviving completion, with a statutory declaration delivered on closing, and a second declaration route for a buyer who is a non-Canadian yet falls inside one of the statutory exceptions. What it gives the seller is a contractual record and a document. What it does not give anyone is a legal opinion about whether a particular buyer is caught. That belongs to the buyer’s lawyer, and where immigration status is in play, not to you at all.

REP/WARR-8: the vacant home tax warranty, and the lien nobody mentions

Toronto’s Vacant Home Tax has been 3 per cent of current value assessment since the 2024 taxation year. The declaration window runs from 1 November to 30 April. Failure to declare deems the property vacant — that is the part that catches people, because the tax is not assessed on an investigation, it is assessed on a silence. A false declaration carries a fine of up to $10,000 on top of the tax itself.

REP/WARR-8 is the response: a seller warranty that the property is not and will not be subject to the municipal vacant home tax, surviving completion, with a statutory declaration and a copy of the accepted declaration delivered to the buyer. Ask for the accepted declaration — not a statement that one was filed. On any Toronto property that has sat empty, been between tenants, been held in an estate or been listed vacant for staging, I want that document before we go firm. Confirm current deadlines with the municipality.

THE BUYER INHERITS THE VACANT HOME TAXIt is a lien on the land. If the seller never declared and the property was deemed vacant, the charge follows the property to your buyer. A warranty that survives completion plus the accepted declaration on closing is the protection. Neither one is automatic and neither one appears unless somebody puts it in the schedule.

Your exposure: the warranty you knew was untrue

RECO’s guidance on the standing UFFI warranty in the standard agreement makes the principle plainly: that warranty survives closing and can be litigated, representations must reflect only the seller’s own personal knowledge, and a registrant with actual knowledge that the subject matter exists cannot stand by while the seller gives an untrue warranty. I have covered that in the UFFI warranty, and the instinct carries across this category.

If the party on the other side is self-represented, none of this is yours to explain to them. Under TRESA you confirm they intend to proceed unrepresented, deliver and explain the RECO Information Guide and the Information and Disclosure to Self-Represented Party form, tell them plainly that you represent your client and not them, and make reasonable efforts to obtain a written acknowledgement of that form. Advising them on which survival clause to accept is advice on clauses. You cannot give it.

How I handle warranty drafting at review

Read the promise and ask what state of the world it describes. Knowledge at signing, or condition at completion? If the schedule does not make that clear, it goes back.
Check that every warranty the buyer is relying on has a survival clause pointed at it. A survival clause floating at the bottom of a schedule with no clear referent is a fight waiting to happen.
If there is an expiry date, test it against the seasons and the subject matter, and confirm the buyer has been told that notice of a claim, not discovery of a problem, is what stops the clock.
On any Toronto property, ask for the accepted vacant home tax declaration, not a promise that one was filed.
Where the buyer might be caught by the federal prohibition, send them to their lawyer and stay out of the analysis.
Where a release clause appears, check that it names a specific disclosed item. If the blank is general, the clause is being misused.

None of this is exotic. It is six questions and it takes ten minutes. The reason it does not happen is that most agents were never shown that merger is the default, so they read a warranty in a schedule and assume it means what it appears to mean for as long as anybody needs it to. It does not, and the person who finds out is your client.

Questions agents actually ask

Do representations in an Ontario APS survive closing automatically?

Generally no. The default position is that the agreement’s terms merge into the transfer on completion, so a promise that was not drafted to survive is usually unavailable afterwards. That is why the survival codes exist as separate clauses. Whether merger applies to a specific term on specific facts is a legal question for the client’s lawyer, but draft on the assumption that the default runs against your buyer.

What does to the best of the seller’s knowledge actually promise?

It promises what the seller knew at the time they signed. It is not a continuing promise that keeps being retested up to closing unless it has been drafted that way. In Coppendale v. Mills, 2025 ONSC 5192, as reported, a knowledge-framed warranty was read as speaking at signing rather than at closing, and the buyers who refused to complete lost their deposit and were ordered to pay damages.

What is the difference between REP/WARR-5 and REP/WARR-6?

Both make the stated warranties survive completion rather than merging. REP/WARR-6 adds a limit, confining the warranty to how the property stands on closing day. That is the seller-friendlier version. If you are acting for a buyer and accept it without noticing, you have narrowed the promise. If you are acting for a seller and accept the unlimited version, you may have widened it.

Can I use REP/WARR-1 as an as-is clause?

No, and I would not let it go out of my brokerage that way. It is built for a specific identified and disclosed possible latent defect: the item is named, the buyer acknowledges it, the buyer takes on their own due diligence about it, and the seller is released for that item. Filling the blank with something general turns a targeted disclosure record into a blanket disclaimer it was never designed to be.

Why does the vacant home tax need its own warranty?

Because the tax is a lien that runs with the land, so a buyer inherits it. Toronto’s tax is 3 per cent of current value assessment from the 2024 taxation year, the declaration window runs 1 November to 30 April, and failing to declare deems the property vacant. REP/WARR-8 gives a surviving seller warranty plus a statutory declaration and a copy of the accepted municipal declaration on closing.

How long should a warranty expiry period be?

Long enough for the problem to show itself. Match the period to the subject matter and the calendar: a water penetration warranty needs a wet season inside it, a heating warranty needs a heating season. Also tell your buyer that under REP/WARR-4 it is serving written notice of a claim before the expiry that preserves the warranty, not merely discovering the issue in time.

The clause checklist I make my own agents use

A one-page pre-submission check for conditions and schedules — the dates, the notice route, and the eight things that get missed. Built for Ontario agents. Free, and there is no drip campaign behind it.

Separately — if you have ever wondered what your last twelve months would have paid on a different split, run it through Quantum Leap. Six questions, no signup wall.

Does anyone check your schedules before they go firm?

Warranty drafting is where quiet mistakes compound, because nobody finds out for months. At my brokerage every schedule gets read for the same six questions before it goes out. If you are writing these alone and hoping, that is worth a conversation.

Book a 15-minute call or call or text 833-330-1925.

If the honest answer is that your current brokerage is fine, I will tell you that.

Representations and Warranties in an Ontario APS: What Survives Closing