Ontario Court of Appeal | February 13, 2026 | 2026 ONCA 106
For transactional real estate lawyers, the story in Wright v. Wright is a familiar one: a family arrangement, a property with rising value, and a handshake deal that eventually needed paper behind it. What makes this Ontario Court of Appeal decision worth your attention is the court’s treatment of an incomplete contractual term. Specifically, whether a blank provision in a co-ownership agreement was enough to void the entire deal.
Background: A Bay of Quinte Arrangement
In 2019, Karin Wright, who was then in her eighties, purchased a waterfront home on the Bay of Quinte for $435,000. Her daughter Tamara and Tamara’s common-law partner Ron Lombardo wanted to use the property as their eventual retirement home. The arrangement was straightforward in concept: Tamara and Ron would pay the monthly mortgage while Karin lived there mortgage-free, and Karin would ultimately transfer the property to them.
In July 2020, the parties formalized this understanding in a written Property Partnership Agreement drafted by Karin’s own independent lawyer. The Agreement gave Tamara and Ron an option to purchase the property if Karin ever decided to sell, and required Karin to bequeath the property to Tamara in her will.
The problem? The version signed by all three parties contained three asterisks (“***”) where the distribution of any excess sale proceeds in the event of a third-party sale should have been spelled out. The revised version filling in “equally” was only signed by Karin.
What the Application Judge Found
The application judge voided the entire Agreement on four grounds: (1) the asterisks made it incomplete and unenforceable; (2) Tamara had unduly influenced Karin; (3) Tamara had breached a fiduciary duty arising from a limited power of attorney; and (4) the deal was unconscionable given an inequality of bargaining power.
Despite finding the Agreement unenforceable, the judge still gave Tamara and Ron some relief: the right to bid on the property if listed, and a share of excess proceeds on a third-party sale. This self-contradictory outcome was challenged on Karin’s cross-appeal.
The Court of Appeal’s Analysis
The Asterisks Were Not Fatal
The Court of Appeal reversed the application judge on every ground. On the incomplete term, the Court confirmed a well-established principle: a missing or uncertain provision does not automatically void a contract. The question is whether the incomplete term is “essential” to the main purpose of the agreement.
Here, the main purpose was clear: to allow Karin to live mortgage-free and let Tamara and Ron eventually acquire the property. The provision about splitting excess proceeds on a third-party sale was collateral to that core purpose. Neither party had ever discussed such a scenario before the lawyer raised it in drafting. The Court severed the incomplete clause and enforced the rest of the Agreement, assisted by the Agreement’s own severability clause.
Independent Legal Advice Defeated All Equity Claims
On undue influence, the Court found the application judge had relied solely on the mother-daughter relationship without examining the specific dynamics between Karin and Tamara. Karin was found capable of managing her own affairs and had independently negotiated the original purchase price. Critically, Karin retained her own lawyer who acted exclusively for Karin throughout, never for Tamara or Ron. Her lawyer reviewed every key term with Karin before signing and documented her state of mind. This independent legal advice rebutted any presumption of undue influence and also disposed of the fiduciary duty and unconscionability findings.
Key Takeaways for Transactional Practitioners
- Not every blank is a fatal flaw. Courts will ask whether the incomplete term goes to the heart of the deal. If the parties clearly agreed on the main bargain and the missing term is a contingency rather than central, the agreement may still stand. The presence of a well-drafted severability clause strengthens this outcome.
- In family transactions, independent legal advice is not optional. Where property passes between family members, especially involving elderly parents, the risk of challenges based on undue influence, unconscionability, or fiduciary duty is real. Having one party retain their own independent lawyer, as Karin did here, is the one of the most reliable ways to insulate the transaction.
- Document the advice, not just the fact of it. What saved this Agreement was not merely that Karin had a lawyer, but that the lawyer kept detailed contemporaneous notes of what was reviewed, confirmed, and acknowledged at each meeting. In contested family transactions, that paper trail might prove to be everything.
- Think ahead on contingency clauses. The asterisks in this Agreement were left by the drafter as a placeholder when Karin did not provide instructions. The lesson: if a client declines to give you instructions on a contingency, either resolve it in the document or document why it was left open. A blank that leads to litigation is a risk no one needs.
Bottom Line
Wright v. Wright is a useful reminder that contracts, even imperfect ones, can be enforced when the core deal is clear and the parties received proper advice. For those structuring intra-family real estate arrangements, the decision underscores two non-negotiables: ensure the central terms are complete and enforceable, and make certain each party has genuinely independent counsel. Do those two things, and a lot of what can go wrong won’t.
