Every purchaser’s solicitor knows the requisition date matters; 2225064 Ontario Ltd. v. 55 Bradwick Limited, 2026 ONSC 4850, released August 24, 2026, shows how much. A purchaser on a $9.75 million commercial deal requisitioned a forty-year-old notice of security interest seven days after the deadline. It refused to close over the notice and forfeited a $450,000 deposit.

The deal and the notice

The purchaser agreed to buy a commercial property at 55 Bradwick Drive in Vaughan on the standard form. The requisition date was September 12, 2025, and closing was set for October 1. Title carried a Notice of Security Interest registered in 1985 in favour of the secured creditor of a former tenant. The tenant left in 1987, taking its equipment with it, and was dissolved the same year. The secured party had amalgamated and ceased activity in Ontario in 1999. The vendor was never a party to the security.

The vendor only learned of the notice in 2024. In July 2025 its lawyer traced the secured party through its amalgamation to a successor that could not say who had authority to discharge it. In August he began preparing a s. 102 Land Titles Act application.

The purchaser’s solicitor requisitioned a discharge on September 19, seven days late. The vendor’s lawyer answered without admitting the requisition’s validity and said the notice would be deleted on or before closing. He submitted the s. 102 application to the Land Registry Office for pre-approval on September 26. On closing day, at the purchaser’s request, delivered a personal undertaking to delete the notice after closing.

That did not satisfy the purchaser’s lender. Its counsel asked why the application had gone for pre-approval instead of straight to registration. The answer was that Bulletin No. 2017-03 requires pre-approval in every case. The purchaser’s title insurer refused to insure over the notice, the lender would not advance, and closing was extended to October 2 and then to October 3. On October 3 the insurer agreed to underwrite the notice and the lender authorized release of the funds. Five hours later, the purchaser’s lawyer raised a new concern. The land registrar might require his client to indemnify against claims arising from the deletion, and the title policy would not cover that exposure. He asserted that the vendor could not convey good and marketable title, and the deal died. The vendor had in fact already signed the required Covenant to Indemnify the Land Titles Assurance Fund (para. 37).

The Land Registry Office refused the s. 102 application on October 9.  The vendor needed a court order, obtained on November 24, 2025, to delete the notice.

Four kinds of requisition

Charney J. applied the four categories summarized by Perell J. in Chan v. Mangal, 2022 ONSC 2068. They are requisitions going to the root of title, matters of conveyance, latent title matters, and ordinary title requisitions. The first three can survive a missed requisition date.  For the fourth, the purchaser is deemed to have accepted title. The purchaser argued root of title and in the alternative matter of conveyance. Both arguments failed.

Not root of title. A notice of security interest under the Personal Property Security Act secures personal property, even where the collateral is a fixture. The court put it plainly.

A NOSI, even when registered on title, is not a matter of title to the real property. It is a warning to a subsequent purchaser of the real property that chattels on the property may be subject to a security interest. (para. 57)

At most, a secured party with priority could remove the fixture on default and reimburse the cost of repairing physical damage. That is not a total failure of consideration (paras. 59–60).

The court then turned to EPRF Holdings Limited v. Fergus Bloor Inc., 2024 ONCA 707. It noted that EPRF concerned a timely requisition and so never had to meet the root of title standard. Out of an abundance of caution, it asked anyway whether the notice could impede the purchaser’s enjoyment of the property (paras. 62–63). It found no real prospect of that. The tenant’s goods were long gone. The notice was never signed by the debtor and did not describe the collateral well enough to identify it.  The vendor had given an undertaking (paras. 64–67).

Not a matter of conveyance. A matter of conveyance is one the vendor can fix as of right, such as paying out a mortgage or discharging a lien (para. 70). A notice the vendor itself granted would qualify. So perhaps would one where the vendor can find and pay the secured party (para. 71). This vendor could do neither. It could not locate the secured party, and the Land Registry Office rejected its s. 102 application. That left a court order. The Vendor could not, however, obtain a court order “as a matter of right”. A court order could not be obtained by the Vendor acting “alone or with other persons whose concurrence he can require.” (para. 72)

The holding turns on the need for a court order. The same reasoning would seem to reach any removal that depends on a s. 102 application, which Bulletin No. 2017-03 describes as entirely within the land registrar’s discretion. In either case the requisition date governs.

The deposit

The purchaser was deemed to have accepted title and breached the agreement by refusing to close on October 3 (para. 74). The deposit was 4.6 per cent of the price.  The purchaser was a sophisticated commercial party, and there was nothing exceptional to justify relief from forfeiture (paras. 85–86). A vendor may keep a deposit even where a resale covers its loss (para. 78). The vendor kept the full $450,000 even though it resold the property for $250,000 more.

A footnote at para. 47 is worth knowing for residential files. The Homeowner’s Protection Act, 2024 amended s. 54 of the PPSA to bar notices of security interest over consumer goods installed in a residential home, and it deems existing ones expired. They stay on title but no longer affect the land. The court noted the amendment did not apply to this notice.

Key takeaways for transactional counsel

1. Diarize the requisition date and requisition everything by it, including registrations you expect the vendor to clean up. Missing it by a week deemed the purchaser to have accepted title.
2. Don’t assume a stale registration is a matter of conveyance. The test is whether the vendor can discharge it as of right. A stranger’s notice with an untraceable secured party is not one, however obviously dead it looks.
3. Read a NOSI before letting it stop a closing. It secures personal property, not land. Check who the debtor is, whether the collateral is identifiable, and whether the goods are still there.
4. Get the title insurer’s and lender’s position before the requisition date. Here the insurer refused at first and only came around on the third day of closing.
5. Budget real time for a s. 102 application. Pre-approval by the Land Registry Office is mandatory under Bulletin No. 2017-03. The application needs a Covenant to Indemnify the Land Titles Assurance Fund, and the office may still refuse and send you to court.
6. Tell purchaser clients that relief from forfeiture is exceptional. A 4.6 per cent deposit paid by a sophisticated buyer was forfeited in full, even though the vendor resold for $250,000 more.