An escape clause in an Ontario Agreement of Purchase and Sale lets a seller keep marketing a home, and keep accepting new offers, after already accepting one that still has conditions attached. The listing stays on the board as “Sold Conditionally,” what HouseSigma and most TRREB-fed sites label “SC,” rather than coming off the market the day an offer is accepted. If a stronger offer shows up while the first buyer’s conditions are still outstanding, the clause gives that first buyer a set window to firm up or walk away. This guide covers how that window works, what a buyer can do inside it, how an escape clause differs from a bully offer, and what a seller is weighing by including one. For the rest of what a Toronto purchase involves, see our complete Toronto real estate guide, our other guides, or browse homes for sale on TorontoProperty.ca.
What an escape clause is
A conditional offer in Ontario is contingent on something: financing approval, a home inspection, a lawyer’s review, a status certificate check on a condo. Without an escape clause, a seller who accepts a conditional offer generally just waits to see whether those conditions clear. With one, the seller keeps the right to show the property and accept a second offer while the first buyer’s conditions are still open. That second offer is itself usually conditional on the first deal falling through, since the property is already under a prior accepted offer.
Once the first buyer’s conditions are satisfied or waived, the deal becomes firm and the escape clause stops mattering. The clause only matters during the window when the first offer is accepted but still conditional, which is exactly the period a seller worries about losing a better offer to someone else.
How the notice window works
If a second acceptable offer arrives while the first deal is still conditional, the seller gives the first buyer written notice that opens the window. How long that buyer then has to act is set by the specific wording of the escape clause in that specific agreement, not by any fixed legal standard. Ontario real estate lawyers who write about this clause, among them Durham Region’s Durham Lawyer, Beth & Ryan, and Toronto’s Nihang Law, describe different windows in different deals they’ve handled: some as short as 24 hours, some running 48 hours, others extending to 72. There is no single number that applies to every deal. The only window that matters to a buyer in this situation is the one written into the clause they signed, so reading that clause’s exact wording before an offer goes in, not after a notice arrives, is the only way to know what the deadline is.
What the first buyer can do once notified
Once the window opens, a buyer has two options: firm up the deal by waiving the remaining conditions, or do nothing and let the deal end. Firming up means removing every condition that’s still open, in writing, delivered to the seller before the deadline the notice sets. A verbal “we’re fine, go ahead” does not count under any version of this mechanic; every source describing it is consistent that the removal has to be a signed, delivered document, the same requirement that applies to waiving any other condition in an Ontario agreement.
Waiving early under pressure carries risk. A buyer who hasn’t heard back from their lender, or hasn’t received the inspection report, is being asked to firm up a deal on an incomplete picture because a competing buyer showed up. That’s the central tension an escape clause creates for the first buyer: the deadline is fixed, and the buyer’s own diligence doesn’t necessarily finish just because the window opened.
Why walking away isn’t a breach
A buyer who doesn’t waive in time isn’t in breach of anything. The agreement simply ends on the terms it was written to end on: the deal becomes null and void, and the deposit goes back to the buyer in full. That’s the same mechanic that governs any other unmet, unwaived condition in a Toronto agreement of purchase and sale, where a condition that isn’t satisfied or waived within its own window ends the deal and returns the deposit without penalty. An escape clause’s notice period works the same way. It’s a bargained-for exit each side agreed to when the offer was signed, not a default either party is punished for.
How this differs from a bully offer
These two terms get confused constantly, and they describe opposite points in the timeline. A bully offer happens before a property’s scheduled offer date, a buyer offering early to pre-empt a multiple-offer process that hasn’t happened yet. An escape clause happens after an offer is already accepted. By the time one of these matters, there’s already a signed, conditional deal in place, and it’s the seller who opens the window by giving notice, not a second buyer forcing an early decision. A bully offer is about getting in front of competition that hasn’t started. An escape clause is about what happens to a deal that’s already partway done when competition shows up anyway.
What a seller is weighing
Including an escape clause keeps a property actively marketed and preserves the chance of a stronger offer landing after the first one is already signed. That benefits a seller who’s worried about accepting conditionally too early. The cost sits on the other side of the table: a buyer who knows the deal could still be pulled out from under them, if a better offer turns up, is often a less confident buyer, and some will simply decline to offer on a listing carrying one, or offer less to account for the risk. Whether that trade works in a seller’s favour depends on the specific property, the specific buyer pool, and how likely a second offer is, not on a general rule either way.
If you’re the second buyer, looking at an “SC” listing
A listing marked “Sold Conditionally” isn’t off the table. A second buyer can still make a backup offer on it, understanding that the first buyer gets the defined notice window to respond once they’re told a competing offer exists. If the first buyer firms up inside that window, the second offer doesn’t proceed. If the first buyer doesn’t, the seller is free to move forward with the second offer instead. Making an offer on an “SC” listing means accepting that wait as part of the process, not a sign the deal is somehow more available than a listing still shown as active.
Frequently asked questions
What does “SC” mean on a Toronto real estate listing?
“SC” stands for sold conditionally. It means the seller has accepted an offer, but that offer still has one or more conditions attached, financing, inspection, a lawyer’s review, or a status certificate check, that haven’t been satisfied or waived yet. The listing stays marked this way, rather than being pulled from the market entirely, specifically because the deal isn’t finished. If the listing also carries an escape clause, the seller keeps the right to accept a new offer and set a notice window running for the first buyer while that conditional status holds. Once every condition clears, the listing typically moves to fully sold and comes off the active market for good.
How long does a buyer have to respond once an escape clause is triggered?
Whatever window the specific clause in that specific agreement states, and there’s no single figure that applies across every Ontario deal. Different agreements set different windows, commonly somewhere between 24 and 72 hours, because the length is negotiated between buyer and seller when the offer is written, not set by a province-wide standard. A buyer who’s accepted a conditional offer carrying an escape clause should know the exact number of hours before they ever get a notice, by reading the clause itself, rather than assuming any commonly quoted figure applies to their own deal.
Is walking away from an escape clause a breach of contract?
No. If the first buyer doesn’t waive their remaining conditions inside the notice window, the agreement simply ends on the terms it was written to end on, the deal becomes null and void, and the buyer’s deposit is returned in full. That’s the same outcome that follows when any other condition in a conditional Ontario offer goes unmet and unwaived within its own deadline. An escape clause’s notice period is a bargained-for exit built into the contract both sides signed, not a default penalty for either side. Nobody is sued, and nobody loses their deposit, for a deal that ends because the window simply closed.
How is an escape clause different from a bully offer?
They sit at opposite ends of the same transaction’s timeline. A bully offer arrives before a property’s scheduled offer date, pre-empting a multiple-offer process that hasn’t started yet, and it’s a second buyer forcing the early decision. An escape clause only matters after an offer has already been accepted conditionally, and it’s the seller, not another buyer, who opens the window by giving notice once a stronger offer shows up. A bully offer skips a process that hasn’t happened. An escape clause reopens a deal that’s already partly done.
Should a seller include an escape clause, or should a buyer accept one?
There’s no single right answer, and it depends on the specific deal. For a seller, an escape clause preserves the chance of a better offer landing after the first is signed, at the cost of looking slightly less certain to buyers who are deciding whether to offer at all. For a buyer, accepting one means the deal they’ve signed isn’t fully secure until their conditions clear, which adds pressure if a notice arrives before financing or an inspection is done. Whether that trade-off is worth it depends on the property, how likely a second offer realistically is, and how quickly the first buyer’s own conditions are likely to resolve, not on a rule that applies the same way to every transaction.
Can a second buyer still make an offer on a “Sold Conditionally” listing?
Yes. A listing marked “SC” isn’t closed to new offers; a second buyer can submit a backup offer on it. What that buyer is agreeing to is a wait: if the listing carries an escape clause, the seller gives the first buyer a defined notice window to firm up or walk away once told a new offer exists. If the first buyer firms up in time, the second offer doesn’t proceed and the buyer’s deposit, if one was submitted, is returned. If the first buyer doesn’t act in time, the seller is free to move forward with the second offer. It’s a path into a deal that looks taken, just not an immediate one.
If you’ve accepted a conditional offer with an escape clause attached, or you’re a second buyer weighing a backup offer on a listing marked “SC,” read the clause’s exact wording before you assume how it works. Our guide to agreements of purchase and sale in Ontario covers the rest of what’s in that contract, and you can browse current Toronto listings on TorontoProperty.ca, alongside our complete Toronto real estate guide and the rest of our guides.