How offers work in Alberta: the contract, the deposit and the conditions

An offer in Alberta is not a gesture of interest. It is a contract. If the seller signs it and your conditions are met or waived, you have bought a house, and the document you signed governs everything that follows: what you pay, what comes with the property, when you get the keys, and what happens if something goes wrong.

That is worth saying plainly at the start, because the language around offers encourages people to think of them as opening bids in a negotiation. They are that too. But the bid is delivered in the form of a binding legal instrument, and the terms inside it are where most of the value in an offer sits.

This article covers four things: what the contract actually contains, how the deposit works and who holds it, what a condition does and what happens when one expires, and how acceptance, counter-offers and silence work. Everything here is drawn from the Real Estate Council of Alberta's own published material, which is the regulator that governs the industry in this province.

What the contract contains

The document is called an Offer to Purchase, also known as a Real Estate Purchase Contract. Here is what goes in it:

• the date of the offer
• the description of the property you want to buy
• the amount of the deposit
• the purchase price you are offering
• down payment and financing details
• your name and address
• the name and address of the seller
• subject-to clauses
• conditions
• closing dates
• any special requirements you want to impose on sellers, for example that you want the kitchen appliances

Several of those deserve their own treatment, because they are the terms buyers most often leave on the table.

The possession date

This is the date you take possession of the property, and possession typically happens around noon on the day itself. It is negotiable, and it is frequently more valuable to a seller than a small difference in price. A seller who has already bought their next home and needs to be out by a particular date will often take a lower number attached to the right date over a higher number attached to the wrong one.

Inclusions and exclusions

Inclusions are the items you want included in the purchase, typically appliances, security systems and similar. Exclusions are items being removed from the purchase, for example where the sellers are taking curtain rods or a television wall mount with them.

The rule that decides what happens when nobody writes anything down is worth memorising. Attached goods are items that cannot be removed without causing damage. Unattached goods are movable. In the absence of specific inclusions or exclusions in the offer, attached goods are typically included in the sale and unattached goods are not.

That is the entire reason appliances get named individually in offers. A fridge is movable. Absent a clause, it is not yours.

The expiry of your own offer

When you write an offer you decide the date and time it expires. This is your term, not the seller's, and it is one of the few levers you control completely. A short window forces a decision. A long one gives a seller room to shop your offer. Neither is universally correct, which is exactly why it is a decision rather than a default.

Pre-possession inspection

A pre-possession inspection term, if the seller agrees to it, gives you the opportunity to view the property with your representative before possession, typically the day or night before possession day. It is not a home inspection. It is a check that the property is in substantially the same condition as when you wrote the offer, that attached goods are still in place, that your agreed inclusions are still there, and that the appliances still work.

What happens if they are not is worth being clear about. Once you have taken possession and you find the property is not in substantially the same condition, or that something has been removed that should not have been, you need to call your lawyer, because it becomes a legal issue between you and the seller. By the time you get the keys, the money has typically already transferred.

That asymmetry is the argument for the term. A problem found the night before is a negotiation. The same problem found the afternoon after is litigation.

Holdbacks

A holdback is where a buyer holds back some of the purchase price on closing until the seller completes certain items or tasks. It is the mechanism for handling work that is agreed but not finished at possession.

How the parties are allowed to communicate

Your offer needs to be clear about how communication on the contract happens between you and the seller or the seller's representative. Alberta's standard purchase contract allows for in person delivery, or communication by fax or email. This looks like boilerplate until a waiver has to be delivered on the last afternoon of a condition period and the method matters.

The deposit

The deposit is the part of the offer most surrounded by folklore, so here is what the regulator actually says.

You need to have the deposit ready at the time of the offer. Deposit funds are typically part of your down payment, which is the first thing to understand about them. A deposit is not an additional cost of buying. It is the same money, paid earlier.

Ask what form the deposit should take, and where a cheque or money order should be made payable. It is usually held by the seller's brokerage in trust, in accordance with the terms of trust set out in the Offer to Purchase. Those terms of trust are in your contract. They are worth reading before you sign, because they govern what happens to your money if the deal does not complete.

What the brokerage holding your money is required to do

Trust money is regulated. A brokerage must hold consumer deposit money in accordance with the law and control access to the trust account, and a broker cannot use trust money for any purpose other than the reason it is held in trust, which is usually as part of a deposit on a purchase.

There is also a notification duty that buyers are rarely told about. A brokerage must notify all parties in writing if it does not receive a deposit, receives a deposit late, or a deposit cheque bounces. So a missing deposit is not something that quietly sits unaddressed. It generates a written notice to everyone in the transaction.

Separately, a brokerage has to prepare a monthly statement for each client recording the balance carried forward, the amount of each disbursement and to whom it was made, and the closing balance, or any other statement the client requires. That information has to be provided within a reasonable period of time following a client request. If you want to know where your deposit stands, you are entitled to ask.

What we do not tell you here

You will find pages online stating a specific number of business days within which a deposit must reach the brokerage trust account. We went looking for that deadline in the regulator's own published rules, twice, and it is not there, so we are not going to repeat it. If the timing of your deposit matters to your situation, and it often does, the answer comes from the terms of trust written into your specific contract, which is a document we read with you before you sign it.

We also do not publish a recommended deposit amount as a percentage. Deposit size is negotiated against the specific property, the seller's situation and how much competition exists, and a number printed on a website is not information about your transaction.

Conditional and firm offers

This is the distinction the hub calls "subject vs. firm", and the terms get used loosely enough that it is worth being precise.

A conditional offer contains conditions. You and the seller must meet any conditions in an accepted conditional offer before the contract is final and binding. Until then you have an agreement that is real but not yet locked.

A firm offer has no conditions. On acceptance it is binding immediately. There is no inspection to come back from, no financing approval to wait on, no document review that might change your mind.

Marketing language tends to frame firm offers as the confident choice. Alberta's regulator frames it the other way round: writing an unconditional Offer to Purchase is very unusual for a buyer.

That is the regulator describing normal practice, not discouraging a tactic. Conditions are how a buyer verifies, before being bound, that the property is what it appeared to be, that the money is actually available, and that the paperwork holds up. Writing without them means accepting every one of those risks in exchange for a stronger-looking offer.

There are situations where it is the right call. There are more situations where a buyer is talked into it by competitive pressure and discovers what they gave up afterwards. The decision belongs in a conversation about your specific risk, your specific financing and the specific property, which is one of the things our team is for.

Conditions: what they are and how they expire

Buyers place conditions in an Offer to Purchase to protect their interests. The common ones are financing, a home inspection, review of condominium documents where the property is a condominium, and sale of an existing home. Each one is a defined piece of verification with a deadline attached.

Working each condition, what an inspection actually covers, what the lender needs from you, how to read condominium documents, what a title search turns up, is its own subject and has its own guide. What matters here is the mechanics: how conditions sit inside the contract, and what happens when the clock runs out.

Every condition has an expiry date

All conditions need an expiry date, and the standard advice on choosing them is worth following literally: the dates you put in have to give you enough time to satisfy those conditions, or enough time to work out that you will not be waiving them.

Both halves of that sentence matter. You are not only buying time to get an inspection booked. You are buying time to decide, after you have the inspector's report in hand, whether you still want the house. A condition period that ends the same afternoon the report arrives is not a condition period. It is a formality.

The default is that the deal ends

Here is the part most buyers have backwards, and it changes how you should think about dates.

If you do not waive your conditions by their expiry date in writing, the contract ends, and you and the seller have no further obligations to each other. Nothing has to happen for the deal to collapse. Collapse is what happens by default when the date passes in silence.

If you are ready to waive, your representative provides the required waiver, and the purchase contract becomes final and binding.

People describe this as "removing conditions", which makes it sound like an administrative step in a process that is otherwise proceeding. It is closer to the opposite. The contract is provisional until you actively make it permanent, in writing, before a deadline.

Waiving and then not proceeding

The consequence is not subtle. If you waive your conditions and end up not proceeding with the purchase, you could lose your deposit and may be subject to legal action. Only waive your conditions if and when you are confident you are going to proceed with the transaction.

That is the whole reason the sequencing matters. Everything you are going to verify should be verified before the waiver, because the waiver is the moment your position changes from protected to committed.

The financing condition specifically

One point belongs here rather than in the conditions guide, because it determines how buyers size the condition period in the first place. A pre-approval or pre-qualification is not the same as confirming financing.

Once you have an accepted offer, the lender does its own work. It will typically want a copy of the accepted Offer to Purchase, the listing sheet, a copy of the Real Property Report for a single family home or bareland condominium, and current title. It carries out its own due diligence to make sure the property is worth what you are paying, which protects its investment and is also a step in avoiding fraudulent transactions. It may arrange its own appraisal.

Two consequences follow. First, a financing condition needs enough runway for someone else's process, not just yours. Second, if your financial position has changed since the pre-approval, the lender may not provide financing at all. While you are shopping, and right through to possession, it is not the time to change employment or take on additional debt such as a vehicle. Where there is a long gap between waiving conditions and taking possession, the lender will likely review your purchase and mortgage application again before advancing funds.

When formal approval does arrive, read the mortgage commitment carefully. Lenders sometimes include conditions of their own inside it.

The Real Property Report

A Real Property Report is a legal document prepared by an Alberta Land Surveyor showing property boundaries and improvements, meaning structures, relative to those boundaries. It tells you exactly what you are buying.

You want an RPR with evidence of municipal compliance, which confirms the improvements comply with municipal bylaws and regulations. Alberta's standard seller representation agreement requires sellers to provide a current RPR to the buyer unless the buyer agrees otherwise, and in most transactions the buyer's lender and lawyer require a current one to complete. Where none is available, it becomes a conversation with your representative and your lawyer about options, and it is a conversation to have before conditions come off rather than after.

Acceptance, counter-offers and silence

A seller has four possible responses to your offer. They can accept it outright, reject it, make a counter-offer, or ignore it completely.

Counter-offers

A counter-offer likely contains a different selling price, but sellers may also counter on possession date, inclusions and exclusions, terms, or conditions. Read all of it, not just the number, because a counter that meets your price while stripping a condition or moving possession by six weeks is not the deal you proposed.

The mechanic that catches people: if you want to change anything in the seller's counter-offer, you are essentially providing the sellers with a counter-offer rather than simply accepting theirs. There is no such thing as accepting with a small adjustment. Any change restarts the exchange and releases the other side from what they just put on the table.

Silence

A seller ignoring your offer is frustrating, but it is not ambiguous. Not getting a response by the offer's expiry amounts to the same thing as the seller rejecting it. Silence is not consideration in progress.

One practical trap follows from this. If you did not include an expiry date in your offer and the seller has not responded, the offer should be formally withdrawn before you write on another property. An offer with no expiry does not expire on its own.

Multiple offers

A multiple offer situation is where several buyers submit an Offer to Purchase on the same property at the same time. The single most important fact about it is one that most guidance omits entirely.

The seller determines the process, including whether they want to disclose the multiple offer situation to potential buyers at all. There is no standard procedure that a buyer is entitled to. There is no requirement that you be told how many competing offers exist, or what is in them, or that competition exists at all.

What is required sits on the buyer's side of the transaction. Real estate professionals representing buyers must tell their clients if they find out about any competing offers. So the duty is to pass on what is learned, not to extract information the seller has chosen not to release.

Where a seller does disclose a competing situation, your representative will tell you about it, explain the seller's options, attempt to personally attend the offer presentations, and set out your own options, which come down to four:

• increasing your offer prior to its presentation to the seller
• leaving the offer as it is
• withdrawing the offer
• reconsidering the fixtures, chattels, terms and conditions of the offer

Note what the last option means. Competing is not only a price exercise. Possession date, deposit size, inclusions and condition structure are all negotiable, and in a competitive situation they are frequently what separates two offers at the same number.

We have written separately about how to approach that decision, because it is judgment rather than regulation and deserves to be labelled as such.

What your representative is required to do with offers

Brokerages carry specific duties around offer handling, and they are more absolute than most buyers assume.

A brokerage representing a seller must provide, in a timely manner, all offers and counter-offers to and from the seller even when the property is already the subject of an agreement of purchase and sale. A brokerage representing a buyer owes the mirror duty. The same obligation applies where a brokerage is acting in transaction brokerage, and where a person is a customer rather than a client.

The phrase that keeps recurring, "even when the property is already the subject of an agreement of purchase and sale", is the operative part. A property under contract with unwaived conditions can still receive offers, and those offers must still be presented. This is what makes a backup offer a real instrument rather than a courtesy.

More broadly, real estate professionals must inform you of any relevant facts or information they learn during a transaction as soon as they can, including facts that could seriously affect the transaction. Discovering an easement or a utility right of way on the title is the standard example.

Before any of this happens: the representation agreement

Before we write an offer for you, we sign a written service agreement with you. In Alberta this is required. All residential real estate professionals must outline their relationship with a client using a written service agreement, and it communicates the working relationship, the services, the obligations and responsibilities, how your personal information is handled, the compensation payable and who pays it, the length of the agreement, and how either party can end it.

All of those terms are negotiable. The agreement must be signed, must include all terms and conditions, and must contain names. Any changes have to be in writing and signed by all parties, and you must be given a copy of the agreement and any amendments immediately after signing.

We mention it here because it belongs to the offer stage in sequence, not because it is a feature. It is the contract that establishes we are working for you, which is what makes everything else in this article apply to your side of the transaction rather than the seller's.

How this runs with our team

The practical division of labour is worth stating, because buyers sometimes assume parts of it fall to them.

Our team communicates with the listing side. Every time. You do not contact the listing agent, you do not explain your position to them, and you do not negotiate directly. That is not a rule about etiquette. The listing agent works for the seller, and anything you say to them is information they are obliged to use on the seller's behalf.

We draft the offer with you, including the terms above that get left blank by people writing quickly: possession, inclusions, the expiry on your own offer, the pre-possession inspection, and the length of each condition period. We present it, we handle the counter-offers, we track every condition deadline, and we deliver the waiver in writing by the method your contract specifies.

The deadline tracking is not clerical work. Given that the default outcome of a missed condition date is that your contract ends, and the default outcome of a premature waiver is exposure to losing your deposit, the dates in your offer are where most of the risk in a purchase actually lives.

The short version

Your offer is a contract that lists the property, the price, the deposit, the dates and everything you want to come with the house, and anything not written into it is not yours unless it is nailed down. Your deposit is usually held in trust by the seller's brokerage under terms written in that same contract, and it is part of your down payment rather than on top of it. Conditions make the contract provisional, and writing an offer without any of them is very unusual for a buyer. If you do not waive those conditions in writing before they expire, the deal ends by default, and if you waive and then walk, you risk your deposit. A seller can accept, reject, counter or say nothing, silence is a rejection, and changing anything in a counter-offer makes it a fresh counter-offer. In a competitive situation the seller sets the rules, including whether you are told there is a competition at all.