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Commercial Real Estate Sales Contract for Canada

Commercial Real Estate Sales Contract Template for Canada

A comprehensive legal document governed by Canadian federal and provincial laws that facilitates the sale and purchase of commercial real estate properties. This contract outlines all essential aspects of the transaction, including property details, purchase price, conditions of sale, representations and warranties, due diligence requirements, and closing procedures. It incorporates relevant provincial property laws, federal tax considerations, and environmental regulations, while ensuring compliance with local zoning and commercial property regulations. The document serves as a binding agreement that protects both parties' interests and clearly defines their rights and obligations throughout the transaction process.

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Commercial Real Estate Sales Contract

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What is a Commercial Real Estate Sales Contract?

The Commercial Real Estate Sales Contract is a vital legal instrument used in Canadian real estate transactions for the purchase and sale of commercial properties. This document is essential when businesses or individuals are engaging in the transfer of commercial real estate assets, whether they be office buildings, retail spaces, industrial facilities, or other commercial properties. The contract must comply with both federal and provincial legislation, including property law, commercial law, environmental regulations, and tax requirements. It contains comprehensive details about the property, transaction terms, conditions precedent, representations and warranties, and closing procedures. The document is designed to protect all parties' interests while ensuring a clear understanding of their rights and obligations throughout the transaction process. It's particularly important for its role in risk management and creating legal certainty in high-value commercial property transactions.

What sections should be included in a Commercial Real Estate Sales Contract?

1. Parties: Identification of the vendor and purchaser, including full legal names and addresses

2. Background: Context of the transaction and brief description of the property

3. Definitions: Definitions of key terms used throughout the agreement

4. Property Description: Detailed legal description of the property and included fixtures/chattels

5. Purchase Price: Statement of purchase price, deposit requirements, and payment terms

6. Due Diligence: Buyer's investigation rights and timeline for property inspection

7. Conditions Precedent: Conditions that must be satisfied before closing

8. Representations and Warranties: Statements of fact by both parties about the property and their capacity to enter into the agreement

9. Closing Procedures: Details of the closing process, including documentation and timing

10. Adjustments: How property taxes, utilities, and other expenses will be prorated

11. Default and Remedies: Consequences of breach and available remedies

12. Notices: How formal communications between parties should be made

13. General Provisions: Standard contract clauses including governing law, entire agreement, etc.

14. Execution: Signature blocks and date of agreement

What sections are optional to include in a Commercial Real Estate Sales Contract?

1. Environmental Matters: Required when there are environmental concerns or if property has industrial history

2. Existing Tenancies: Required when property has existing tenants and lease agreements

3. Development Rights: Include when transferring specific development rights or permits

4. Property Management: Include when transfer involves ongoing management contracts

5. Foreign Investment: Required when purchaser is a foreign entity

6. Financing Conditions: Include when purchase is subject to financing approval

7. Assignment Rights: Include when either party may want to assign their rights under the agreement

8. Post-Closing Obligations: Include when there are continuing obligations after closing

What schedules should be included in a Commercial Real Estate Sales Contract?

1. Schedule A - Legal Description: Detailed legal description of the property

2. Schedule B - Permitted Encumbrances: List of accepted liens, easements, and encumbrances

3. Schedule C - Included Fixtures and Chattels: Inventory of items included in the sale

4. Schedule D - Excluded Items: List of items specifically excluded from the sale

5. Schedule E - Existing Leases: Details of current lease agreements

6. Schedule F - Environmental Reports: Summary or copies of environmental assessments

7. Schedule G - Property Condition Report: Current condition assessment of the property

8. Schedule H - Due Diligence Documents: List of documents to be provided for due diligence

9. Appendix 1 - Site Plan: Visual representation of the property and boundaries

10. Appendix 2 - Certificate of Status: Corporate status certificates for parties if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions









































Clauses



































Relevant Industries

Real Estate

Commercial Property

Retail

Industrial

Office Space

Hospitality

Healthcare

Manufacturing

Warehousing

Professional Services

Banking and Finance

Legal Services

Relevant Teams

Legal

Real Estate

Finance

Operations

Compliance

Risk Management

Business Development

Property Management

Asset Management

Investment

Facilities Management

Relevant Roles

Real Estate Attorney

Commercial Property Lawyer

Real Estate Broker

Property Manager

Business Development Manager

Chief Financial Officer

Real Estate Investment Manager

Corporate Counsel

Facilities Manager

Operations Director

Risk Manager

Compliance Officer

Real Estate Development Manager

Asset Manager

Investment Analyst

Commercial Property Consultant

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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