The contract between buyer and seller only ever binds buyer and seller. Where a landlord, a regulator or a marketing board holds the actual decision, the agreement can price the asset — it cannot move it.
Short answer
No — and the pattern repeats across very different statutes because the underlying structure is the same. A purchase agreement is a contract between the buyer and the seller. Where a third party — a landlord, a regulator, a marketing board — holds a decision the deal depends on, that third party is not bound by anything the buyer and seller signed. The clearest example is a commercial lease: s.23(1) of Ontario’s Commercial Tenancies Act lets a landlord withhold consent to an assignment (reasonably, unless the lease says otherwise), and nothing in the purchase agreement can override that. See Commercial Tenancies Act, s.23(1).
The same structure governs assets that look nothing like a lease. Ontario’s Milk Act gives a marketing board the power to fix, allot, cancel or reduce dairy quota “on such basis as the marketing board considers proper” — a discretionary allotment, not a property right the seller holds and can convey by contract. A purchase agreement can list the quota as a purchased asset and price it, exactly as it can list a lease, but the board’s own approval is what actually moves it. See Milk Act, R.S.O. 1990, c. M.12, s.7(1).
The practical answer is the same across every version of this problem. Escrow the portion of the price attributable to the asset against the third party's actual decision — the landlord's consent, the board's re-allotment — rather than against the closing date named in the agreement. And confirm, before signing, exactly what that third party's own process requires: it is set by that party, not by the Act creating its power or by the agreement assuming it will be exercised.
Case Files: the purchase agreement sold the quota; the marketing board decided whether it moved is this exact mechanic on an $85-kilogram butterfat quota priced at $2,975,000 of a $4,950,000 farm sale — the board’s own five-week approval process turned out to be the operative event, not the closing date.
Case Files: the relief window that closed when the Crown sold the lease is the lease-side version — the third-party decision-maker was the Crown rather than a landlord, and the same lesson applies.
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