No Guide, No Deal: Ontario Court Voids Condo Purchase Over Missing Buyers’ Guide

In a recent Ontario Court of Appeal decision, Dicenzo (Linden Park) Holdings Inc. v. Sadeghyar, 2026 ONSC 1566 (“Dicenzo”), the Court confirmed that a builder’s failure to deliver the mandatory Residential Condominium Buyers’ Guide (the “Guide”) under the Condominium Act, 1998, S.O. 1998, c. 19 (the “Act”) renders the underlying agreement of purchase and sale non-binding on the purchaser, regardless of the purchaser’s sophistication or the reasons the purchaser ultimately did not close.¹

Background: Builder’s Failure to Deliver the Residential Condominium Buyers’ Guide

In March 2022, the builder and the purchaser entered into an agreement of purchase and sale (the “Agreement“) for a newly constructed condominium unit in Hamilton. The entire transaction was conducted electronically. The closing documents included Schedule “H” to the Agreement, which was an acknowledgement (the “Acknowledgement”) in which the purchaser confirmed electronically that he had received, among other things, a copy of the Guide.² .

The purchaser did not seek legal advice before signing the Agreement and did not read it, although he was aware of the statutory 10-day cooling-off period. He was also a university-educated, licensed real estate professional with prior experience in new-build condominium sales.³ Three days before the scheduled closing, the purchaser advised the builder that he could not obtain financing and would not be able to close. The transaction did not close, the builder resold the unit at a loss, and the deposit was forfeited to the builder in the ordinary course.⁴

The builder then commenced an application seeking to retain the forfeited deposit and recover its resulting damages. The purchaser cross-applied, seeking a declaration that the Agreement was not binding on him because the builder had never actually delivered the Guide, together with the return of his deposit with interest. The builder conceded it had a statutory obligation to deliver the Guide, but argued that the Acknowledgement proved delivery, or alternatively that the purchaser was estopped from relying on the omission, had affirmed the contract, or was invoking the Act in bad faith to escape a deal he could no longer finance.⁵

Ontario Court Clarifies Builders’ Disclosure Obligations Under the Condominium Act

The Court first found, as a matter of fact, that the Guide had never been delivered to the purchaser. The Acknowledgement was the builder’s only evidence of delivery, and the Court found it unreliable: it purported to confirm receipt of an executed copy of the Agreement and a disclosure statement that, on the builder’s own evidence, had not yet been provided as of the date the purchaser signed it.⁶ Since the builder kept records evidencing delivery of every other key document in the transaction, the absence of any record showing delivery of the Guide left the Court unable to find that the builder’s statutory obligation had been met. Turning to the legal consequence of that failure, the Court undertook a detailed review of the Act‘s disclosure and rescission scheme, as well as the case law interpreting analogous requirements under earlier versions of the Act. Section 72(1)(b) requires a builder to deliver the Guide to every purchaser of a unit, and section 72(2) provides that an agreement of purchase and sale “is not binding on the purchaser” until the builder has delivered both the disclosure statement and the Guide.⁷ Section 73 then gives a purchaser who has received both documents a 10-day window, running from the latest of several triggering events, to rescind the agreement.⁸

The 10-Day Rescission Period Never Began to Run

Applying the modern approach to statutory interpretation, the Court held that the text, context, and purpose of these provisions were clear: the 10-day rescission clock never starts to run unless and until the purchaser has actually received the disclosure statement, the Guide, and the executed agreement of purchase and sale.⁹ The Court found this conclusion consistent with the Act’s long-standing character as consumer protection legislation, and with prior appellate authority holding that a builder’s failure to deliver a compliant disclosure statement at all (as opposed to delivering one alleged to be merely deficient) leaves an agreement open to rescission indefinitely.¹⁰

The Court rejected each of the builder’s alternative arguments. Sophistication of the purchaser does not relieve a builder of its statutory obligations, a point the builder itself conceded.¹¹ Affirmation of the contract, in the context of the Act, means accepting transfer of the deed, which never occurred here; steps like paying deposits, selecting upgrades, and signing amendments did not amount to affirmation for these purposes.¹² Nor could estoppel assist the builder: there can be no waiver of a statutory requirement imposed for the public interest, the Act expressly provides that it prevails over any agreement to the contrary, and in any event the Acknowledgement the builder sought to rely on was itself inaccurate.¹³ The Court also found unpersuasive the builder’s reliance on case law addressing purchasers who had received a disclosure statement but complained of its deficiencies, or who had used a technical or bad-faith rescission strategy to escape a deal; none of those cases addressed a complete failure to deliver a required disclosure document in the first place, which is what had happened here.¹⁴ The builder’s application was dismissed, the purchaser’s cross-application was granted, and the purchaser was awarded return of his full deposit with interest, plus costs.

What Builders and Condo Buyers Should Know About Disclosure Requirements

Dicenzo underscores that strict, verifiable compliance with the disclosure requirements of the Act is not a mere formality, and that the consequences of getting it wrong can be severe, up to and including the loss of an otherwise enforceable agreement of purchase and sale. A purchaser’s sophistication, experience in the industry, or subsequent conduct suggesting acceptance of the deal will not cure a builder’s failure to actually deliver the Guide and disclosure statement, nor will an acknowledgement of receipt be treated as conclusive where the surrounding record casts doubt on whether delivery in fact occurred.

Builders should ensure that delivery of the Guide, like delivery of the disclosure statement, is independently documented and retained, particularly in electronic transactions where an acknowledgement clause can otherwise create a false sense of security. Purchasers, for their part, should be aware that a failure to receive the Guide may preserve a right to rescind an agreement well beyond the usual 10-day cooling-off period, even where the purchaser has taken steps that might otherwise look like affirmation of the deal.

Footnotes

1 Dicenzo (Linden Park) Holdings Inc. v. Sadeghyar, 2026 ONSC 1566 [“Dicenzo”].

2 Ibid at para 7.

3 Ibid at paras 12 and 18.

4 Ibid at paras 15–16.

5 Ibid at para 3.

6 Ibid at paras 27-28.

7 Condominium Act, 1998, S.O. 1998, c. 19, section 72(1)(b).

8 Ibid at section 73(1).

9 Dicenzo at para 53.

10 Ibid at para 54.

11 Ibid at para 25.

12 Ibid at paras 57-58.

13 Ibid at para 61.

14 Ibid at para 47.