Q: I recently purchased a commercial condominium and my realtor filled in the Agreement of Purchase and Sale with H.S.T. being included in the purchase price.  This was duly initialed by the vendors and the transaction was considered firm (without conditions).
 
Come the closing, the vendors realized that they were on the hook for paying $26,000.00 in H.S.T. to the government from the purchase price.  They are refusing to close the transaction unless we get an H.S.T. number but our lawyer is saying that this condition is not part of the Agreement.  What would you suggest?

Unfortunately for the vendors, if their agent allowed them to sign a contract for the sale of a commercial condo with H.S.T. included in the purchase price then they are on the hook to pay it.  
Under tax laws, H.S.T. is applicable to the sale of all commercial property.  Often if both parties are H.S.T. registrants, they can perform what is known as self-assessment and the selling party does not have to remit the applicable tax. 

However, if the Agreement is silent to H.S.T. status, an individual who is purchasing a commercial property does not have to register and self-assess at the time of purchase.

In this case, if the transaction has no other conditions attached to it, your lawyer should be advising you to get your purchase funds together, and on the day of closing provide a full closing package to the other side stating you are ‘ready, willing and able’ to close.  

This process, known as tendering, basically preserves your rights with respect to the transaction and puts the vendors on notice that you will be pursuing your legal remedies with respect to their lack of ability to close the sale.

Best of luck with this contentious issue.

Jeffrey Cowan is the principal of Cowan Law and can be reached by email at jeff@cowanlaw.ca.