The plaintiff sought to set aside the Agreement of Purchase and Sale on two grounds. First, that it was void because executed after the irrevocable date expired. Second, that she signed under duress. She withdrew a fraud and misrepresentation claim at trial.
In Irps-Bleeker v. Groenberg Farms Inc., 2026 ONSC 3425, a seller tried to unwind a farm sale eighteen years after it closed. Her theory was that she signed a counteroffer after its irrevocability deadline had passed, so no binding agreement ever formed, and in the alternative that she signed under duress. The Superior Court rejected both arguments and upheld the sale. The decision is a study in how contract formation disputes are resolved on credibility and a documentary record, and why the transactional details on a standard offer form matter.
The Formation Dispute
The mechanics are familiar to anyone who papers residential deals. A buyer made an offer using a standard Agreement of Purchase and Sale, with an irrevocability date and time. After a rejection and a re-used form, the sellers countered at $830,000 with a rental condition added as a schedule. The listing agent amended three copies of the same APS by hand, changed the irrevocability date from one day to the next, and had the seller initial the changes.
The seller’s case was that the date was changed from May 30 to May 31 only after she initialled, so the counteroffer she signed expired that same evening and could not be accepted the next morning. The court found the opposite. It concluded on a balance of probabilities that the agent had already extended the date before the seller initialled, and that she initialled the extension knowingly. It was implausible that an experienced agent would prepare a counteroffer set to expire within thirty minutes, before he could even obtain the other seller’s signature and present it to the buyer. That would have been an exercise in futility.
Credibility Carried the Day
Two witnesses who were present when the buyer executed the agreement had died before trial, and many memories had faded across nearly two decades and five related lawsuits. The court leaned heavily on contemporaneous documents and on prior sworn statements. The seller’s trial account shifted, contradicted her own examination for discovery answers, and clashed with an affidavit she swore weeks after the events, in which she confirmed agreeing to the counteroffer and the rental condition.
Her explanations did not cohere. She claimed she did not read the document, yet insisted she knew exactly which date change she was initialling. She said she believed the offer was already void, yet also said she told the agent not to present it until she saw her lawyer, a step that would be pointless if the offer were dead. The internal inconsistencies undermined both reliability and credibility, and the court preferred the lawyer’s and the agent’s evidence.
No Duress
The alternative argument was duress. In law, duress requires coercion by threats or by illegitimate economic pressure, to a degree that deprives a person of free will and leaves no realistic alternative but to submit. The seller conceded she did not feel physically threatened. Her point was that her own agent was away and the buyer’s agent attended her home, which she called an unsafe environment, meaning only that her interests were not well protected.
The court accepted she was under real pressure. A court order required her to cooperate with the sale, and her ex-husband’s counsel was poised to seek an order dispensing with her consent. But that pressure was lawful, not illegitimate. Stress, even significant stress, is not the same as duress. The evidence did not show she was incapable of exercising free will, so the defense failed and the APS was valid and enforceable.
This action was commenced just prior to the expiry of the ten-year limitation period established under the Real Property Limitations Act. The Statement of Claim was issued on May 29, 2018. The trial was conducted almost 8 years later, in February 2026. The defendants had an alternative defence of acquiescence and laches due to the passage of years, but the judge did not feel it necessary to address that alternative defence.
What Transactional Lawyers Can Take from It
Every handwritten change should be dated and initialled with care. The whole dispute turned on when a date was altered and whether the initials beside it approved that alteration. Re-using an old offer form and amending it by hand created an ambiguity that took a trial to resolve.
Contemporaneous records win formation fights. Faxes, emails, file notes, and a promptly sworn affidavit did far more to establish what happened than testimony given eighteen years later. Clean, dated correspondence is the best insurance against a later change of story.
Confirm instructions in writing. The lawyer’s file notes and emails confirming the seller’s agreement to counter at $830,000 were decisive. A short written confirmation of client instructions can settle a dispute before it starts.
Pressure to perform a lawful obligation is not duress. A client who signs to avoid an adverse court order has not been coerced in the legal sense. Distinguishing lawful pressure from illegitimate pressure is worth explaining to reluctant signatories.
The transaction closed in January 2009. It took until 2026 to confirm that it was binding. For transactional practice, the enduring point is that the small clerical details on an offer form, the dates, the initials, and the written confirmations, can decide whether a deal holds up many years later.
