In Short:
• In DiCenzo (Linden Park) Holdings Inc. v. Sadeghyar, 2026 ONSC 1566, the Ontario Superior Court ruled in favour of the Buyer in a dispute over a failed condominium purchase agreement.
• The Buyer sought to void the agreement, claiming the Builder failed to provide the required Condominium Guide under the Condominium Act, 1998.
• The court found the Guide was not provided, rendering the agreement non-binding on the Buyer.
• The Buyer was entitled to rescind the agreement and receive a full return of the deposit with interest.
• The Builder’s application was dismissed, and the Buyer’s application was granted.
In Ontario, disputes involving real estate contracts — especially pre-construction condominium agreements — often hinge on statutory compliance and contractual enforceability. The recent Ontario Superior Court decision in DiCenzo (Linden Park) Holdings Inc. v. Sadeghyar, 2026 ONSC 1566, provides a critical legal clarification on when an agreement may be declared non-binding, even after signing and partial performance. This case is highly relevant for buyers, builders, and anyone involved in real estate litigation and breach of contract disputes.
Background of the Case
This dispute arose between a Builder and a Buyer of a pre-construction condominium unit in Hamilton, Ontario. The parties entered into an Agreement of Purchase and Sale (APS) in March 2022, at a purchase price exceeding $1 million. The Buyer paid a deposit of $121,098. The transaction ultimately failed to close, primarily due to financing issues.
The Builder resold the property at a loss and sought the following:
- Forfeiture of the deposit
- Damages for resale loss and carrying costs
The Buyer responded by seeking:
- A declaration that the contract was void and unenforceable
- Return of the deposit with interest
The core dispute centered on whether the contract was legally binding in the first place.
Key Legal Issue
Was the agreement binding if the Builder failed to deliver the Residential Condominium Buyer’s Guide to the Buyer?
Under section 72 of the Condominium Act, 1998, S.O. 1998, c.19, developers must provide:
- The Disclosure Statement
- The Condominium Guide
If these are not delivered, the agreement is not binding on the Buyer.
Key Observations
The court applied a structured approach focusing on the text, context, and purpose of the statute.
Statutory Requirement Is Mandatory
The court confirmed that delivery of the Condominium Guide is not optional — it is a mandatory legal obligation. Even though the Buyer had signed an electronic acknowledgment confirming receipt of the Residential Condominium Buyer’s Guide, the Builder could not produce evidence of actual delivery and ultimately conceded the Guide was never provided.
Agreement Not Binding Without Compliance
Under the Condominium Act, an agreement is not binding until the mandatory disclosure package has been fully delivered: the Disclosure Statement and the Condominium Guide. Delivery of the complete package triggers the 10-day cooling-off period, giving the Buyer full knowledge and the opportunity to rescind. Since the Guide was never delivered, the agreement never became binding.
Cooling-Off Period Never Triggered
Normally, buyers have a 10-day rescission period. However, this period only begins after all required documents are delivered. Since the Guide was missing, the 10-day clock never started, and the Buyer could rescind at any time before closing.
Consumer Protection Overrides Sophistication
The Builder argued the Buyer was an experienced real estate professional who should have known better. The court rejected this: the law applies equally to all buyers, regardless of experience or sophistication.
Estoppel and Good Faith Arguments Failed
The Builder further argued the Buyer had affirmed the contract and acted in bad faith. The court held that statutory obligations cannot be avoided through estoppel, and there is no waiver of consumer protection requirements. Failure to provide the Guide was decisive.
Court’s Ruling
The Ontario Superior Court ruled that:
Outcome | Detail |
Agreement | Not binding on the Buyer |
Deposit returned | $121,098 in full, plus interest |
Legal costs | Awarded to the Buyer |
Builder’s damages claim ($218,804) | Dismissed in full |
Builder’s forfeiture claim | Dismissed in full |
The court confirmed two key legal principles:
- A real estate agreement in Ontario is not binding if mandatory statutory disclosures — including the Condominium Guide — are not provided.
- The 10-day rescission period does not begin until all required documents are delivered.
Conclusion
This decision is a landmark example of how Ontario courts prioritize consumer protection, fairness, and statutory compliance over strict contractual enforcement. For anyone involved in civil litigation in Ontario, this case highlights a fundamental principle: a contract is only as strong as its compliance with the law.
Buyers who believe required disclosure documents were not delivered should seek qualified legal advice promptly. Every situation is different, and the specific facts of the agreement, documentation, and applicable legislation will determine individual rights.
