Purchase Offer Acceptance Deadline Expired in Quebec: What Happens to Your Offer

You signed a promise to purchase with a firm deadline, say 6 p.m. the next day. The time passes with no answer, or the answer arrives too late. Are you still bound? Our article on when a purchase offer becomes a contract in Quebec explains why receipt of the acceptance is what counts. This one covers what comes next: what happens to your offer during the deadline, and once it has passed, under articles 1388 to 1394 of the Civil Code of Québec.

A promise to purchase is an offer, and the deadline is part of it

Quebec's Civil Code defines an offer to contract as a proposal that contains all the essential elements of the contract and shows the offeror's intent to be bound if it is accepted (article 1388). A promise to purchase, the Quebec equivalent of an offer to purchase or agreement of purchase and sale elsewhere in Canada, fits that definition: price, property, conditions and closing date are all there, and the buyer is ready to commit if the seller says yes.

Article 1390 adds that an offer may or may not come with a deadline for acceptance. In residential deals, the acceptance deadline is almost always written in. It is not a formality: it decides both how long you are bound and when you stop being bound.

Before the deadline: your offer is irrevocable

This is the trade-off for setting a deadline, and it catches many buyers off guard. Under article 1390, an offer with a deadline is irrevocable until the deadline expires. If you see a house you like better the next morning, you generally cannot pull your offer while the clock is still running. The seller can accept up to the last minute.

Buyers coming from other provinces are sometimes surprised by this. In Quebec, the rule comes straight from the Civil Code rather than from case law on offers, and it applies to the deadline you wrote yourself. The shorter your deadline, the shorter the period during which you cannot change your mind.

An offer with no deadline works differently: it can be revoked until the offeror receives the acceptance. That flexibility is rare in practice, since promises to purchase set a deadline.

There is one narrow exception. Article 1391 provides that a revocation reaching the offeree before the offer itself makes the offer lapse, even if it has a deadline. When offers travel between brokers by email in minutes, that is mostly theoretical. The practical takeaway: pick your deadline before you sign, knowing it binds you.

When the deadline passes: the offer lapses

Article 1392 is clear: the offer lapses if no acceptance is received by the offeror before the deadline expires. Lapsed means it no longer exists. It can no longer be accepted, and you are no longer obliged to buy.

A constructed example shows the mechanics. A buyer signs her offer on a Thursday at 4 p.m., with an acceptance deadline of Friday at 6 p.m. Until Friday at 6 p.m., she cannot withdraw it, even if another house catches her eye. The seller signs the acceptance on Friday at 5:30 p.m., but the listing broker only sends it at 6:20 p.m. The acceptance was received after the deadline: the offer had already lapsed, and the buyer is not obliged to buy. Had the email arrived at 5:50 p.m., the contract would have been formed.

Two points follow. First, it is the buyer's receipt of the acceptance that must come before the deadline, not just the seller's signature; our article on contract formation covers that point and how to prove the time of receipt. Second, the lapse happens on its own when the deadline expires. You do not need to send a notice to be released, although a short written note confirming you consider the offer expired can prevent misunderstandings.

The same article lists other causes of lapse before acceptance: refusal by the offeree, and the death, bankruptcy, opening of tutorship or homologation of a protection mandate of either party.

A late acceptance does not bind the buyer

It happens often: the seller signs the acceptance, but it arrives after the deadline. Article 1393 settles it. An acceptance received by the offeror after the offer has lapsed is not an acceptance. No contract is formed.

The same article says it may itself be a new offer. The roles flip: the seller is now the offeror and you hold the decision. You can accept that new offer if you still want the house, let it go, or propose something else.

Staying silent does not commit you. Article 1394 states that silence is not acceptance unless the parties' intent, the law or special circumstances say otherwise. In practice, reply in writing through your broker so there is no doubt about where you stand.

A counter-offer is a new offer with its own clock

Sellers do not always answer yes or no. If they change the price, the occupancy date or a condition, their document is not an acceptance. Article 1393 provides that an acceptance that does not substantially conform to the offer is not an acceptance and may be a new offer, and article 1392 makes the offer lapse with respect to an offeree who refused it.

For buyers, this matters: once the seller counters, your original offer can no longer be accepted as written, even if its deadline has not arrived yet. The counter-offer carries its own deadline, and during that window it is the counter-offer that is irrevocable. Our articles on counter-offer response deadlines and on what to do after a rejected offer cover the negotiation that follows.

What a buyer can do before and after the deadline

• Before signing: choose a deadline you can live with, since the offer is irrevocable until then. A window that runs overnight or across a weekend binds you longer than it looks.
• During the deadline: keep your options open without signing a second offer on another property, or you risk being bound twice if both sellers accept.
• At the deadline: have your broker record the time any response is received.
• After a late acceptance: decide freely whether to buy on the same terms, on different terms or not at all, and say so in writing.

This article is general information on the Civil Code rules. Exact delivery and timing details depend on the form used and the facts; your broker or a notary can tell you how they apply to your file.