Death of a Party Between Acceptance and Closing in Quebec: The Promise Outlives Its Signer

Between the acceptance of a promise to purchase and the signing at the notary's, several weeks often pass. Rarely, but it does happen, one of the parties dies during that interval. The question is then simple: does the transaction fall with them? The answer in principle is no, and this article explains why, then what changes depending on whether it is the seller or the buyer who dies. A useful reminder: an accepted promise is a genuine contract, formed at the moment described in our article on when a purchase offer's acceptance is received.

A contract doesn't end with its signer

The Civil Code of Québec provides that the rights and obligations arising from a contract pass, on the death of one of the parties, to their heirs, unless the nature of the contract prevents it. Since an accepted promise to purchase is a contract, it doesn't end with the person who signed it: it passes to their estate.

In practical terms, the commitment to sell or buy stays in place. What changes is who has to carry it out: the deceased's estate, which steps into their place in the transaction with the same rights and the same obligations. The other party remains bound exactly as before.

If the seller dies: the sale is still owed, the timeline shifts

When the seller dies, the buyer keeps the right to buy the property on the agreed terms. The obligation to sell passes to the seller's estate, which will have to sign the deed in their place once it is in a position to do so.

The difficulty is almost always a matter of time. An estate has to get through its own steps before it can act, and those steps aren't settled in a few days. The signing date set in the promise therefore often becomes hard to meet. The buyer, who may already have sold their own home or given notice to their landlord, then has to organize the transition with their brokers and notary.

For the buyer, the key point is that their legal position doesn't weaken: they don't have to walk away, and the estate doesn't get to renegotiate the price. What is up for discussion is the date, and a postponement is agreed in writing between the parties.

If the buyer dies: what the conditions do to the promise

When the buyer dies, the principle is the same: the obligation to buy passes to their estate. But this is where the promise's conditions matter most.

Mortgage financing is granted to a person, based on their income and file. When the buyer dies, that financing generally falls away. If the promise contained a financing condition, and it isn't met on its own terms, the promise can become null just as it would for any buyer whose financing fails. The estate then finds itself in the position the condition reserves for it.

Without a financing condition, however, the estate remains bound by the commitment to buy. If it can't or won't honour it, the seller keeps their remedies against the estate, as they would have had against the buyer.

What doesn't transfer: what is tied to the person

The transfer rule carries a proviso: it applies unless the nature of the contract prevents it. A promise to purchase passes as a whole, but some of its elements can be closely tied to the deceased as a person.

That is typically the case for financing granted to the buyer personally, or a condition that depends on their own situation, such as selling their current home. These elements don't vanish at a stroke: they are read in light of what the promise provides. How each one plays out in a given file is a question for the notary, with the promise in hand.

Deadlines don't stop with the death

One practical point is often missed in the emotion of the moment: the deadlines in the promise keep running. A deadline to lift a condition, a date set for signing the deed, a deadline to provide a document, are not automatically suspended because a party has died.

Until the estate takes over, nobody is necessarily acting for the deceased party. That is why the first reflex, for the other party as for the deceased's family, is to notify the brokers and the notary on the file, reread the promise's deadlines, and agree in writing on the postponements needed rather than letting a deadline lapse without a response.

What each party can do now

For a buyer, the best protection is prepared before anything happens: a promise containing conditions suited to their situation, especially financing, leaves an orderly way out if the unexpected occurs. For a seller, it is knowing that their estate will be bound by the commitment they made, and that their family will need to know about the transaction under way.

Either way, a file kept up to date by the brokers, with the notary's contact details and the signed promise, lets whoever takes over see immediately where the transaction stands and what remains to be done.