What is an action in passing of title?

In Québec, an action in passing of title is a legal proceeding that allows a buyer to compel the other party, often the seller, to fulfill their contractual obligation to transfer a real estate property. It is a means of enforcing a promise of sale or a previously agreed-upon arrangement when the seller refuses or neglects to sign the sale at the notary’s office.

Under the Civil Code of Québec, a promise to purchase accepted by both parties constitutes a contract. If all conditions of the promise are met, financing is secured, inspections are satisfactory, and deadlines are respected, the seller is legally obligated to complete the sale. If the seller refuses without a valid reason, the buyer may petition the court for a judgment ordering the “passing of title”.

This action aims to legally force the sale of the property. It is often accompanied by an application to register a notice of dispute in the Land Register, which prevents the seller from selling the property to a third party during the proceedings. The court will assess the validity of the promise to purchase, the good faith of the parties, and whether all conditions have been met.

A judgment ordering the passing of title serves as the deed of sale. Once issued, the notary can register it in the Land Register as if it were a conventional sale, even without the seller’s signature.

This action is a powerful tool to protect buyers’ rights, but it can be lengthy, costly, and requires rigorous evidence. It is therefore essential to consult a lawyer specializing in real estate law to properly prepare the case.

A dispute may arise during the passing of title:

– One party may challenge the validity of the transaction by claiming they did not give free and enlightened consent;

– The seller may be challenged if the buyer believes the seller did not hold a valid title of ownership or if information was omitted or concealed.

In short, the action in passing of title ensures compliance with contractual commitments in real estate matters and preserves fairness between the parties.

This article was written in collaboration with Mtre Natalie Semaan, notary at Blanchard Lupien notaries LLP.