Notice to complete

While this Practice Note primarily covers commercial property matters, it also touches on residential considerations.

Time is generally not of the essence for completion of a contract for the sale of land. If the seller or the buyer delays completion, the defaulting party will be liable in damages (and for compensation under the standard conditions) but cannot rescind until time is made of the essence of the contract. It is for the party who is ready, willing and able to complete to make time of the essence by serving a notice to complete.

If a valid notice to complete has been served and completion does not take place by the deadline (usually ten working days after the notice is given, excluding the day on which the notice was given) the innocent party can terminate the contract, forfeit (or recover) the deposit, and claim damages. This is known as rescinding for breach—or discharge by breach. For more information, see Practice Notes: Repudiation of property sale contracts, Rescission of a property contract and Return or forfeiture of a deposit.

Once the notice expires, if the serving party does not rescind the contract, time does not continue to be of the essence unless a new deadline is imposed.

The various editions of the standard conditions provide for service of a notice to complete. It is important to