THIS AGREEMENT made as of the ___ day of ____________, ________.
OWNER1, of _________________________
(hereinafter referred to as “OWNER1”)
OF THE FIRST PART
- and -
OWNER2, of _________________________
(hereinafter referred to as “OWNER2”)
OF THE SECOND PART
A. OWNER1 and OWNER2 are the registered owners as [tenants-in-common] of a certain residential
property located at ______________________, legally described as ________________________
(the aforesaid property hereinafter referred to as the “Lands”).
B. The parties intend to contribute equally (or in such other proportions as may be mutually agreed
upon) such sums of money as may be necessary to purchase the said Lands.
C. It is the intention of the parties that each shall take title to one half interest in the Lands (or such
proportions as may be mutually agreed upon), as tenants in common and be registered as such on
the Certificate of Title to the Lands.
D. The parties desire to enter into this Agreement for the purposes of setting out their respective
rights, obligations and entitlements regarding the use, enjoyment and ownership of the Lands.
NOW, THEREFORE, THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants
and agreements hereinafter contained, and the exchange of ONE ($1.00) DOLLAR, the sufficiency and
receipt of all which is hereby acknowledged by both parties, the parties hereby covenant, promise and
agree to and with each other, as follows:
1.1 The term of this Agreement shall commence on the Effective Date as set out herein and shall
continue indefinitely unless terminated in one of the following manners:
(a) Pursuant to this Agreement; or
(b) By applicable _________________ law.
2.1 Presumption of Equal Ownership: The parties agree to purchase and to hold the Lands as
tenants in common, each with an equal undivided Interest in the Lands (hereinafter referred to
respectively as the “Interest” of a party), which Interest shall be interpreted to include all rights and
obligations of a party with respect to the Lands.
2.1 Change in Proportion of Ownership: The parties may agree to alter their respective ownership
Interests for such consideration as they deem appropriate; provided however, that any agreement to alter
the presumption of an equal Interest of the parties shall be evidenced by written agreement which shall be
initialed by both parties and attached hereto as Schedule “A”.
3.1 Obligations in Proportion to Ownership: Subject to Article 5 , the parties agree to be responsible
in proportion to their respective ownership Interest for all costs that may be incurred in purchasing
and/or maintaining the Lands, including, without limitation, all legal and Land Titles fees incurred in
purchasing the property, all cost of repairs, renovation, restoration, garbage removal, utilities, taxes and
any and all other costs incurred in connection with the Lands.
4.0 DISTRIBUTION OF CAPITAL GAINS AND/OR LOSSES
4.1 Presumption of Equal Distribution: Unless otherwise agreed in writing , initialed by the parties
and attached hereto as Schedule “B”, any and all capital gains or losses that arise on the disposition of the
Lands shall be shared by the parties in accordance with their respective ownership Interests.
5.0 OPERATION AND USE OF LANDS
5.1 Mutual Consent: All decisions relating to the rental, use, enjoyment, maintenance and repair of
the Lands shall require the consent of both parties.
5.2 Evidence by Writing: In order to be binding upon the parties, all decisions relating to the Lands
shall be documented in writing, initialed by the parties, and attached hereto as Schedule “C”.
6.1 Permitted Encumbrances: Neither party shall encumber his or her Interest except with the
written consent of the other party. Any such encumbrances shall be listed, initialed by the parties, and
attached hereto as Schedule “D”.
6.2 Breach: In the event that either party shall encumber his or her Interest other than in accordance
with this Agreement, then that party shall be in breach of this Agreement allowing the party not in
breach, at its option, to exercise the Power of Sale pursuant to this Agreement.
7.1 Termination by Consent: This Agreement may be terminated at any time by the mutual
agreement of the parties.
7.2 Termination by Purchase of Interest: Either party may terminate this Agreement by making an
offer to purchase the Interest of the other party in accordance with this Article 7. Any such offer to
purchase by one party shall be deemed to include the entire Interest of the other party, and not a portion
7.3 Buy-Out Notice: Either party shall be entitled to give notice to the other stating his or her
intention to terminate this Agreement and to purchase the Interest of the other (the “Buy-Out Notice”).
7.4 Stated Value: The Buy-out Notice shall state what the offering party considers to be the value of
the Lands (the “Stated Value”), and for the purposes of this Article 7, the offering party shall be bound
thereby. Once delivered, the Buy-Out Notice shall be deemed to constitute an offer by the offering party
either to purchase the Interest of the other party at a price equal to a percentage of the Stated Value in
proportion to the Interest of the party receiving the notice, or alternatively, an offer by the offering party
to sell his or her Interest at a price equal to a percentage of the Stated Value in proportion to the Interest of
the offering party (the “Deemed Purchase Price”).
7.5 Election: Upon receipt of the Buy-Out Notice, the party receiving the same shall, within Fifteen
(15) days of the receipt of the same, be entitled to elect either to sell its Interest, or instead, to purchase the
Interest of the offering party.
7.6 Failure to Elect: In the event that the party receiving the Buy-Out Notice shall fail to elect
pursuant to paragraph 7.5 , the party receiving the same shall be: (a) deemed to have accepted the offer of
the offering party to purchase the Interest and (b) obliged to sell his or her Interest to the offering party at
the Deemed Purchase Price.
7.7 Closing: Any sale pursuant to this Article shall be concluded within sixty (60) days after receipt
by the party receiving the Buy-Out Notice, and the purchase price in respect thereof shall be paid on or
before such time.
7.8 Breach: Failure of either party to Close the transactions contemplated by this Article 7 shall be
considered a breach of this Agreement, the remedy for which will be the Power of Sale of the Lands by
the party not in breach pursuant to Article 13.
8.0 TRANSFER TO HOLDING COMPANY
8.1 Limitations: It is acknowledged and agreed by the parties that either party may transfer all but
not less than all of its Interest to:
(a) a trust, the beneficiaries of which are members of either of the party’s immediate family;
(b) a “holding company” provided that effective control of such holding company is retained
at all times by the transferring party through the ownership of not less than Fifty-One
(51%) per cent of the issued and outstanding voting Shares of such holding company; and
provided further, that such holding company executes a counterpart to this Agreement
thereby becoming a party to this Agreement and the provisions hereof apply mutatis
9.0 TRANSFER OF CONTROL OF HOLDING COMPANY
9.1 Deemed Offer: If any party who after the effective date hereof incorporates a holding company
for the purpose, inter alia, of holding its Interest in the Lands and thereafter at any time transfers control
of its holding company, in any manner whatsoever, such an event shall be deemed to be an offer by such
party to sell, in accordance with Article 7; Provided, however, that the Stated Value of the Lands in such
case shall be the fair market value thereof as agreed by the parties or alternatively as determined by an
10.0 TRANSFER OF INTEREST TO THIRD PARTIES
10.1 Right of First Refusal: If either party wishes to sell or otherwise dispose of its Interest in the
Lands to any person not a party to this Agreement, he or she shall first offer such Interest to the other
10.2 Transfer Notice: The party desiring to transfer his or her Interest (the “Transferor”) to any person
not a party to this Agreement (the “Third Party”) shall give written notice (the “Transfer Notice”) to the
other party (the “Transferee”) of its desire or intention to transfer, sell or otherwise dispose of its Interest,
which Transfer Notice shall set out the details of the offer to sell the Interest to the Third Party (“Third
Party Agreement”). The Transfer Notice shall act as an offer to sell the Interest to the Transferee upon the
same terms and conditions as contained in the Third Party Agreement (a copy of which shall accompany
and shall form part of the Transfer Notice); Provided, however, that if the consideration or any part
thereof payable under the Third Party Agreement for the purchase of the Interest is other than cash
consideration (hereinafter “Non-Cash Consideration”) then the Transfer Notice shall set out the nature of
such consideration and the Transferor's bona fide estimate of the value thereof. Where the parties agree on
the value of such Non-Cash Consideration, then that value shall form part of the purchase price paid by
the Transferee to the Transferor. Where the parties fail to agree on the value of such Non-Cash
Consideration, the value thereof shall be determined by an appraiser.
10.3 Purchase Notice : The Transferee shall have the right during the thirty (30) day period from the
date of receipt of the Transfer Notice, to elect to purchase the Interest in accordance with such Transfer
Notice by giving written notice to the Transferor thereof (the “Purchase Notice”).
10.4 Refusal to Purchase : If the Transferee fails to give a Purchase Notice within the thirty (30) day
period referred to in paragraph 10.3, then the Transferee shall be deemed to have refused the offer
contained in the Transfer Notice. The Transferor shall then have the right for a period of sixty (60) days
from the date of the expiration of the rights of the Transferee referred to in paragraph 10.3 to proceed
with and to close the sale of the Transferor’s Interest to the Third Party on terms and conditions no less
favorable than those set out in the Transfer Notice.
10.5 Closing Matters: On or before the Closing of any transfer of Interest to a Third Party, the
Transferor shall satisfy and pay in full his or her share of all debts and obligations owing in respect of his
or her Interest, and the Transferor hereby covenants to direct such Third Party to apply the purchase price
firstly to satisfying any such debts and obligations.
11.0 REFERENCE TO APPRAISER
11.1 Appointment: Where pursuant to this Agreement the value of the Lands or the value of an
Interest of a party is to be determined by an appraiser, the parties shall, within three (3) days after the
receipt of a notice from one party to the other, mutually agree upon the identity of an appraiser. In the
event that the parties are unable to agree upon an appraiser within such period, either may apply on two
(2) days notice to the other, to a Judge of the Court of _______________________ to appoint an appraiser.
The appraiser so appointed shall be deemed t