Quebec. I co-own a duplex with my father and his ex-wife (she holds a minority share). She's a licensed real estate broker, though she isn't the broker on this sale. The property is sold to third-party buyers; the deed is signed at the notary this Friday. The notary's disbursement statement, which all three owners are supposed to sign, pays her nothing (that was settled in her divorce with my father), and my share is my down payment on a house I close on next week.
On Monday I received a release she'd already signed, negotiated between her and my father without me. It would have me immediately and irrevocably release her from all claims about the property (including any delay or interference with the sale), and promise never to file or support a complaint with the OACIQ (her regulator). Her obligations in return are vague ("will cooperate").
Her lawyer has hinted she won't attend her signing appointment unless I sign.
What's been signed, and who's bound by what:
- The sale contract (September), signed by all three of us as sellers, including her. She personally signed the counter-proposal the buyers accepted, the acknowledgment of their acceptance, an amendment, and the notice that the buyers' conditions were met. We're all obliged to sell and sign the deed. The buyers' mortgage approval expires in a few days, so any delay hits them hard.
- Her divorce agreement with my father (May), between her and my father only. She agreed to transfer her share to my father, and he agreed to cover all her liabilities on the property.
- Supplemental agreement to the divorce (signed by both of them last week), between her and my father only, as part of their court file. In it:
- She will "fully cooperate" with the sale and "execute all documents reasonably required" to complete it. This replaces transferring her share to my father.
- She won't claim any share of the proceeds.
- She won't ask the notary to hold back any portion of the money payable to my father or to me. I'm named in that clause.
- My father pays all debts on the property and indemnifies her for them.
- My father "acknowledges" that I'm entering into a separate agreement with her. I was never asked and never agreed to this.
- Notary's disbursement statement (three weeks ago). Prepared by the notary and sent to all three of us; we'd all sign it at closing. It pays my share to me, the rest to my father, nothing to her. It gives the notary an irrevocable mandate to pay out once the deed is registered. Not signed yet.
- In writing but not signed:
- My father emailed the notary (with her copied) confirming the split: my amount, his amount, and "nil" for her. She didn't object.
- Last week her lawyer emailed everyone, including the notary, saying she has "no intention whatsoever of delaying the sale."
- Co-owner agreement on the split. One was drafted a couple of years ago but never signed by any of us. The split was agreed among us and is confirmed in the emails above.
- Her release. Signed by her only. I haven't signed it.
- My counter-proposal (yesterday). An email to her lawyer only; nothing signed.
Why I won't sign the release as written:
- My release is immediate; her promises come later. Once I sign, I can never go after her, but nothing makes her actually show up and sign. If she stalls after I sign, I've already released her for it.
- It covers the closing itself. The release explicitly includes "any delay or interference with the sale" and "the distribution of the sign. If she stalls after I sign, I've already released her for it
- It covers the closing itself. The release explicitly includes "any delay or interference with the sale" and "the distribution of the proceeds," with no time limit. Signed before closing, it would protect her from exactly what I'm worried about.
- Her side has no teeth. "Will cooperate," and a confirmation to the notary only "upon request," with no consequence if she doesn't follow through.
- The OACIQ clause. It would require me to stay silent with her regulator forever, about anything to do with the property, including how she's acting right now.
- I'd give up my reimbursement claims. I've paid a significant share of the costs on the property. The release waives any claim for her share of the mortgage, taxes, repairs, etc. (My father has already agreed to cover those for her in their divorce.)
- History. A couple of months ago she contacted my real estate agent to find out which notary was handling the sale, so she could ask for part of the proceeds to be held back over a small amount she says my father owes her. I offered to pay that amount myself; she refused. So I'm not comfortable relying on vague promises.
- I'm not part of their divorce. This deal was negotiated between her and my father, and I only saw it three days before her signing appointment.
I've offered to sign a revised version: the release takes effect only once the deed is registered and I've been paid, she gives the notary an irrevocable direction confirming she claims none of the proceeds, the OACIQ clause is removed, the release can't cover anything she does after signing, and her release of me matches mine. I've asked her lawyer to send back a version she's signed by tomorrow at noon.
Questions:
If a co-vendor refuses to sign the deed in Quebec, what actually happens, and how fast can it be forced?
If her refusal delays my own purchase (bridge financing, a lost mortgage rate, an extension), can I claim those costs from her?
Can I enforce her promise to my father ("won't hold back money payable to [me]") even though I'm not a party to that agreement?
Is a release that only takes effect once I'm paid reasonable, or should I refuse to sign anything?
Is it even allowed for a broker to ask someone to promise never to complain to the OACIQ, in exchange for showing up at a closing?
I have a lawyer; I'm looking for a second opinion and people who've been through something similar.