Conditional vs. Unconditional Contracts (2024)

If you’re considering buying or selling property, it is important to understand the difference between conditional and unconditional contracts.

Broadly, a conditional contract is a contract that is subject to one or more conditions in the contract of sale. If a condition in the contract is not met, then either one or both of the buyer or seller will be able to terminate the contract.

An unconditional contract is one in which both parties are bound to proceed to settlement, in that neither party has a right to terminate the contract for non-fulfillment of a special condition or non-fulfilment of most standard conditions. It’s important to note that even though a contract may be unconditional, circ*mstances can still arise that could prevent the contract from settling.

The Contract Of Sale

The conditions attached to the property transaction are laid out in the contract of sale.

It is important to have these conditions drafted or reviewed by a professional conveyancing solicitor prior to signing the contract to make sure you understand what you are signing, and to ensure that there are no hidden issues that might surprise you as the settlement date approaches.

A contract can contain any number of, and many types of conditional clauses. Some of the more common reasons a contract might be conditional are:

There Is An Unpaid Deposit

Standard contracts of sale normally give the seller the right to cancel if the buyer does not pay a deposit by a certain day. There may be one deposit due on or around the contract date (an initial deposit) and another due later on in the contract process (a balance deposit).

You Are Still In The Cooling Off Period

A cooling off period of five business days applies to most contracts, unless it has been specifically excluded or another exception applies.

While in the cooling off period, the buyer may cancel the contract and be refunded their deposit within fourteen days. The seller may choose to deduct a penalty of 0.25% of the purchase price.

There Is A Finance Clause

If a contract is conditional on finance, it means the buyer may terminate the contract without penalty if they are not able to secure satisfactory finance approval for the purchase by the finance date set out in the contract of sale.

Once the buyers notify the sellers of their finance approval, the contract is no longer conditional on finance.

There Is A Building And Pest Inspection Clause

A building and pest inspection clause allows the buyer to have the property inspected and cancel the contract without penalty if they are not satisfied with the pest and building inspection report. Buyers must act reasonably, use a licensed building and pest inspector, and produce a copy of the report to the sellers if requested.

Once the building and pest inspection clause has been satisfied, the contract is no longer unconditional in this regard.

The Contract Is Subject To The Settlement Or Sale Of Another Property

If a contract is subject to the sale or settlement (or both) of another property, it can be cancelled if the sale or settlement doesn’t happen.

This is a common type of conditional contract where the buyer is using proceeds from their sale to pay for their purchase.

There Is A Sunset Clause

A sunset clause allows the seller to keep the property on the market for a certain period of time even after they have entered into a contract to sell the property to someone else.

If the seller receives a better offer during this period, they can ask the existing buyers to make their offer unconditional (i.e., waive the benefit of any existing finance or building and pest condition), or the seller will cancel the contract and enter into a new contract with the new buyers.

The first buyer can then choose to make the contract unconditional or lose the contract to the new buyer.

It Is A Back-Up Contract

A contract of sale may also be subject to a prior contract terminating. This is sometimes referred to as a ‘back-up contract,’ and it means that the second contract will be activated by the termination of the first contract

There Is A Due Diligence Clause

Some contracts are subject to a due diligence clause, which allows the buyer to make enquiries about the property and cancel if they are not satisfied with what they find.

Should I Make An Unconditional Offer?

Though some property buyers who’ve found their dream home might feel pressured into making an unconditional offer to the seller, it is rarely a good idea and can leave buyers exposed to legal action where they are unable to complete their unconditional contract of sale.

When they are professionally drafted, conditions in contracts of sale can protect the interests of buyers and sellers by allowing them the right to back out of the contract where it isn’t in their interests to proceed. Without the right conditions in your contract, you could potentially lose your dream home, or be subject to legal action.

Conclusion

When buying or selling property, it’s critically important that you have the right conditions in your contract of sale to protect your interests.

If you are unsure about whether your contract is unconditional, or you are considering going under contract and would like to have it reviewed by an expert, our conveyancing solicitors provide free pre-contract reviews.

The above is not legal advice and is general information only. If you require legal advice in relation to your sale or purchase, please contact our office.

Conditional vs. Unconditional Contracts (2024)

FAQs

Conditional vs. Unconditional Contracts? ›

What's the difference between a conditional contract and an unconditional contract? A conditional contract requires that certain conditions be met for a sale to proceed. Once these conditions are met, the contract becomes unconditional. Unconditional offers can also be made outright.

What's the difference between conditional and unconditional? ›

Either a conditional or unconditional offer is good news. A conditional offer means you still need to meet the requirements – usually exam results. An unconditional offer means you've got a place, although there might still be a few things to arrange.

What is an example of a conditional contract? ›

A conditional contract is an agreement or contract conditional upon a specific event, the occurrence of which, at the date of the agreement, is uncertain. A common example is a contract conditional upon the buyer getting planning permission.

What is conditional vs unconditional obligations? ›

Thus, I might express her conditional obligation to apologize by means of the conditional 'if she does not go then she ought to apologize'. Unconditional obligations, by contrast, can never properly be expressed by means of a conditional (unless it be one in which the antecedent is vacuously satisfied).

Can a seller pull out of a conditional contract? ›

A conditional contract means conditions apply to the sale. You may have leeway to back out if certain conditions of the contract aren't met. For instance, if you sign a conditional contract that states the property must pass a building and pest inspection to the buyer's satisfaction, the condition must be honoured.

What is better, a conditional or unconditional offer? ›

A conditional offer means you will still need to meet the university's various entry requirements in order to secure your place on the course. With an unconditional offer, you have guaranteed your place on the course, as you already have sufficient grades, qualifications or experience.

How to distinguish between conditional and unconditional statements? ›

Conditional branch is happened based on some condition like if condition in C. Transfer of control of the program will depend on the outcome of this condition. Uncoonditional branching occurs without any condition like goto statement.

What are the problems with conditional contracts? ›

For the seller, a conditional contract does not bring security of a sale and they will be unable to sell to other prospective buyers. There is a more significant risk where the issues are beyond the seller's control or relate to the buyer's use of the property post-completion.

What are the 4 examples of conditional? ›

English Conditionals: Quick Summary

Zero conditional: If you jump in a pool, you get wet. First conditional: If you run a mile in the scorching heat, you will sweat. Second conditional: If I were you, I would apply for that job. Third conditional: If I had known you were coming, I would have made more food.

What does it mean when a contract is conditional? ›

Key Takeaways. A conditional offer means that if a specific condition or conditions are met, the offer will stand. Conditional offers are commonly used in real estate transactions. A conditional offer could be a buyer agreeing to purchase a property only if it passes a home inspection.

What is the difference between conditional and unconditional bond? ›

He further added that there are two types of performance bonds: Conditional bond or default bond, whereby the surety accepts 'joint and several' responsibility for the performance of the contractor's obligations under the contract; and Unconditional bond or on-demand bond, which is a covenant by the surety (usually a ...

Can a contract be unconditional? ›

Certainly, unconditional contracts are legally binding and enforceable upon their signing by both parties involved. Once signed, these contracts create immediate legal obligations and commitments that are difficult to withdraw from or modify without the agreement of both parties or legal consequences.

What is conditional vs unconditional commitment? ›

There are two possible such conventions: under the first convention, a gift is a signal of conditional commitment, which means “I will Stay if and only if you sent a gift”; under the second convention, a gift is a signal of unconditional commitment meaning “I will Stay regardless of whether you sent a gift”.

Can a seller back out of a contract after signing? ›

Yes, a seller can back out of a real estate contract. However, they have a limited number of options for withdrawing after a purchase agreement is signed. A homeowner who wants to back out of a deal will need a legitimate legal or contractual reason to cancel a home sale.

Can you back out of a conditional offer? ›

Can you back out of a conditional offer? Yes. A buyer can back out of a conditional offer if the agreed-upon contingencies are not met within a specific timeframe. For example, a buyer with a financing contingency can walk away from a deal if denied a mortgage.

Can a seller increase the price after a contract is signed? ›

If a vendor raised its prices after your contract was signed, you may be able to challenge that price hike. Legal contracts are binding on all parties to the agreement.

Which is better conditional or unconditional love? ›

Neither unconditional or conditional love are right or wrong, per se. Both types of love can be healthy. But unconditional love is more likely to become unhelpful as the boundary between unconditional love and allowing or facilitating abusive behaviours from our partners can become blurred.

What does it mean when love is conditional? ›

Conditional love refers to love shared only under certain conditions. In other words, someone who loves you conditionally doesn't share their love freely; instead, they impose rules or terms on how they'll give you their love.

What does it mean to love someone unconditionally? ›

Unconditional love, simply put, is love without strings attached. It's love you offer freely. You don't base it on what someone does for you in return. You simply love them and want nothing more than their happiness. This type of love, sometimes called compassionate or agape love, might sound somewhat familiar.

What is the difference between conditional and unconditional response? ›

Lesson Summary. In classical conditioning, an unconditioned response is a reaction to something that is automatic and natural. This is opposed to a conditioned response, which is a learned behavior. Unconditioned responses are a part of everyday life.

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