Real Estate Law. Real-World Lessons.

Every week, Ontario courts deliver decisions that reshape how real estate deals play out - impacting your closings, commissions, and client relationships. But who has time to sift through 50+ pages of legalese?

We do.

Clause & Effect breaks down Ontario’s biggest real estate cases into clear, practical takeaways for realtors, mortgage advisors, and investors. No fluff. No Latin. Just sharp lessons you can actually use.

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What happens when a Buyer Representation Agreement (BRA) gets buried in offer paperwork, the buyers don’t realize they’ve signed it, and months later they buy privately?

In Urban Landmark Realty Inc. v. Hill (July 25, 2025), the court tossed the BRA, but still awarded the agent 1% commission under unjust enrichment for months of work. With a few simple steps, he could have secured the full 2.5%. Here’s what went wrong and how to avoid the same mistake.

The Case

In July 2022, Brenda Hill and James Bernt began working with agent Michael Gerace (“Gerace”) of Urban Landmark Realty (“Urban”) to sell a Mississauga townhome and buy on Toronto’s east side. By early 2023, the search picked up.

On Jan. 23, 2023, they told Gerace to prepare an offer on an Oshawa home. Hours before the 7:00 p.m. offer review, Gerace emailed the buyers two (2) Authentisign packages:

• Package 1: Offer, Schedule B, Confirmation of Cooperation.

• Package 2: Titled “Meadow Acknowledgment BR,” containing Working With a Realtor, the BRA, and a financing condition acknowledgment.

The BRA, which gave Urban 2.5% commission on any purchase in several Ontario regions until July 31, 2023, was placed between two offer-related forms. Brenda and James testified they thought the second package was just to remove financing conditions. The offer failed, but Gerace kept working with them, showing 45+ homes.

In May 2023, after viewing homes with Gerace in the afternoon, Brenda and her daughter went alone to see a private sale in Clarington, Ontario. They negotiated directly with the seller, got $40,000 off list, and told the seller they had no agent. The $1.21M deal closed June 2, 2023.

Urban invoiced for full 2.5% commission. Brenda and James said they never knowingly signed a BRA.

The Court Showdown

Urban argued:

• The BRA was enforceable, as it covered the Clarington region, was signed electronically and enforceable.

• Brenda and James benefited from nearly a year of Gerace’s work (45+ showings, market advice, and three offers), then cut him out to avoid paying commission.

Brenda and James argued:

• Non est factum: They were misled into signing a BRA they didn’t know was there, buried among urgent offer docs.

• They thought the second signing package was just to waive financing conditions.

• The BRA was never discussed at signing.

The Decision

The judge found:

• The BRA was UNENFORCEABLE, as it was misrepresented by being embedded in offer documents, mislabeled, and sent in a time-sensitive rush.

• The couple genuinely didn’t know they were signing it, and they weren’t careless.

• However, the buyers were unjustly enriched, as the buyers had clearly benefited from months of the agent’s work, then deliberately cut him out to avoid paying commission.

Award: 1% of $1.21M (purchase price) = $12,100 (instead of $30,250). No interest. No costs.

Key Takeaways (Without the Legalese)

1/ Get the BRA signed early and separately.

Lesson: Present it as its own document (ideally before any showings) and explain it in plain language. Don’t attach it to offer paperwork or rush it through electronic signing during a bid. Confirm in writing that you discussed its terms. This prevents claims that it was “slipped in” or misrepresented.

2/ Keep a paper trail of your work.

Lesson: Keep clear, dated records of every showing, property sent, and piece of advice you give. If a buyer closes without you, this evidence can prove your contribution and support a claim for commission.

3/ Private sales can trigger potential commission.

Lesson: Even without a valid BRA, you can recover payment under unjust enrichment if you can prove you contributed materially to the purchase. Detailed records of showings, advice, and negotiations strengthen that claim.

Questions or advice needed on your next closing? Reach out at [email protected] or call 519-997-3775.

Solid contracts ensure seamless closings.

Until next time.

-Christian