In this video, Nick Tenev, managing partner at Cowan Litigation and the lawyer behind Ontario Real Estate Law Insights, breaks down the Ontario Court of Appeal’s decision in Yui v. Yan, 2025 ONCA 410 and what it means for lawyer review clauses in Ontario real estate deals.
Nick walks through the facts of the case, the $60,000 deposit at stake, and how the Agreement of Purchase and Sale was structured. He explains why the buyers were able to terminate under a lawyer’s approval condition, why they did not have to provide reasons to the seller, and how solicitor-client privilege and good faith operate in this context. You’ll also hear how the Court of Appeal approached contract interpretation and why precise wording in a lawyer review clause can be outcome-determinative for both buyers and sellers.
For transactional real estate lawyers, agents, and sophisticated investors, Nick highlights practical drafting lessons: how to structure a lawyer review condition, how much discretion it can give a buyer, and what sellers can do if they want reasons or limits built into the clause. If you negotiate, review, or litigate Agreements of Purchase and Sale in Ontario, this decision is an important reference point for managing risk around deposits and conditional periods.
