Quebec Purchase Offer: The Contract Is Formed When the Acceptance Is Received

Between the moment a seller signs the acceptance of your promise to purchase and the moment that acceptance reaches you, a few minutes or a few hours can pass. Quebec civil law does not leave that gap open to interpretation: it is receipt that forms the contract, not the signature. This article covers that single mechanism and its practical consequences; it does not cover the clauses of the promise or how long to give the other side to answer. For the full sequence of an offer, see our guide to the purchase offer in Quebec.

Under Quebec law, the contract forms on receipt, not on signature

The rule sits in a single provision, article 1387 of the Civil Code of Québec, as reproduced by lpc.quebec. In substance, it provides that a contract is formed at the time and place the offeror receives the acceptance, whatever the means used to communicate it, and even if the parties agreed to reserve their agreement on certain secondary elements.

That sentence carries four ideas worth separating. The time: when the offeror receives the acceptance. The place: where the acceptance is received. The means: irrelevant. And the secondary elements: reserving them does not prevent formation. Each of the sections below takes one of those ideas from the angle of what a buyer actually does.

Keep the least intuitive consequence in mind first: a signature at the bottom of the acceptance is not, on its own, enough to bring the contract into existence. Until the acceptance has been received by the party who made the offer, the agreement is not formed within the meaning of that article.

Who must receive it: the offeror, and roles flip on a counter-offer

The article speaks of the offeror, meaning the party making the proposal. In a promise to purchase, that is the buyer: the buyer presents the offer, the seller accepts it, and the contract forms when the seller's acceptance reaches the buyer.

The positions reverse as soon as the seller replies with a counter-offer. The seller is then the one proposing, and the buyer is the one deciding whether to accept. If the buyer accepts the counter-offer, the receipt that counts is the seller's. A negotiation over several rounds therefore requires the same simple question at every exchange: who is proposing right now, and on which side must the receipt be timed?

The common mistake is to treat the whole negotiation as though the buyer stayed the offeror from start to finish. The buyer is the offeror only for the proposal the buyer made.

The channel doesn't matter; proof of timing does

Article 1387 states that the rule applies whatever means was used to communicate the acceptance. Legally, the channel changes nothing: what fixes the birth of the contract is the moment of receipt.

In practice, the channel makes all the difference to your ability to prove that moment. An email carries a sent time and a received time, and the accepted copy is attached exactly as it was transmitted. A verbal announcement leaves no dated trace. When a transaction turns on a few hours, that difference is what later lets you say without hesitation when the contract took shape.

In most transactions, documents pass through both parties' brokers. Ask yours how receipt of the acceptance is recorded in your file: it is a question of method, and it is settled before signing, not after.

What to keep: the copy received, the email, the time

Three items are enough, and they take seconds to gather when the acceptance arrives. The original email, not a later forward that would carry a different time. The attached copy as received, without re-saving or editing it. And a note of the time of receipt in your file, in case the email is later moved or re-sent.

This habit is not excessive caution. It serves the two concrete uses of the moment of receipt, covered in the next two sections: checking that the acceptance arrived in time, and knowing when the deadlines that follow began to run.

Receipt, not signature, must beat the deadline

A promise to purchase sets a deadline for acceptance. Since the contract forms on receipt, it is the receipt of the acceptance that must come before that deadline, not merely the signature. An acceptance signed before the cut-off but transmitted after it does not meet that requirement under article 1387.

The reasoning works both ways. As a buyer, you compare the time you received the seller's acceptance with the deadline in your promise. If you accept a counter-offer, it is your own acceptance that must reach the seller before the deadline the seller set: signing on time is not enough, you have to transmit on time.

What happens once a deadline has passed is a separate question, covered in our article on the response deadline on a counter-offer. Here there is only one point: the time you compare with the deadline is the time of receipt.

Receipt as the starting point for condition deadlines

Once the contract is formed, the conditions in the promise, such as inspection or financing, each have their own deadline. Where the promise runs a deadline from acceptance, the useful reference point is the moment the agreement legally exists, which is the receipt of the acceptance.

The gap between signature and receipt looks trivial, but it can be enough to shift the last day of a deadline, especially when the acceptance arrives late in the day. And a condition deadline has to be prepared for: an inspection appointment, a financing application. Knowing exactly when it started is knowing exactly when it ends.

So for each condition, reread how your promise counts its deadline and confirm it with your broker. The time you noted on receipt then becomes day zero of your calendar.

An open secondary detail does not delay the contract

The last part of article 1387 is often overlooked: the contract is formed even though the parties agreed to reserve their agreement on certain secondary elements. In other words, an item left to be settled later does not put the agreement on hold, provided it really is a secondary element.

The practical consequence is not to treat a transaction as unfinished because a detail is still to be confirmed. From the receipt of the acceptance, the calendar starts and the commitments exist. Whether an item is secondary or essential depends on the facts of each file, though: it is a question for your notary, not a label to apply on your own.

To sum up, three habits are enough to master this mechanism: identify who is proposing at each round, time the receipt rather than the signature, and keep a record of that receipt. Everything else in your transaction rests on that instant.