An Ottawa estate sale stalled two weeks before closing when one of two named co-executors refused to sign the transfer documents, and the listing agent had assumed the other executor’s signature would be enough.
At a glance
Two siblings were named co-executors of their late father’s estate, jointly responsible for administering it under a Certificate of Appointment of Estate Trustee. The estate’s Ottawa property was listed, an offer was accepted, and one sibling signed the Agreement of Purchase and Sale on behalf of the estate without immediately involving the other, assuming her participation had been sufficient to bind the estate’s side of the deal.
Two weeks before closing, the second co-executor — who had never actually reviewed or agreed to the accepted price — refused to sign the closing documents, arguing the property had sold for less than it was worth. The buyer’s lawyer, preparing the closing package, wanted both trustees’ signatures on file before releasing funds, and the listing agent discovered that a single co-executor’s signature had never actually been enough in the first place.
Ontario law does not let co-executors act on a majority-of-one basis. Treadstonelaw states the default rule plainly: “Ontario law generally requires them to act unanimously unless the will specifically says otherwise. A majority decision is not enough — all executors must agree on material steps such as selling property.” The same rule applies specifically to a pending real estate transaction: “co-trustees must act jointly and unanimously when exercising a discretionary power like selling estate property, unless the will itself says otherwise,” and a buyer’s or lender’s lawyer will typically want every necessary trustee’s signature on the closing documents before the sale can complete.
Two named co-executors; one signature obtained at the offer stage, zero at closing preparation two weeks out.
The will contained no clause allowing majority decisions or delegating authority to one trustee alone — the default unanimity rule applied in full.
Closing was delayed roughly three weeks while the dispute was addressed, first informally and then through a court application for directions that was ultimately never argued to a decision.
Where co-executors genuinely cannot agree and the will is silent on how to break a tie, treadstonelaw identifies the only formal path forward: “one or both co-executors can apply to the court for directions — essentially asking a judge to resolve the dispute,” and a court can also remove an executor who is obstructing the administration without good reason. This is a genuinely different situation from a co-executor who is simply unavailable rather than unwilling — treadstonelaw distinguishes the two directly: a trustee who is “unwilling to act at all…can typically renounce their role formally,” letting the remaining trustees proceed alone, while one who is merely unreachable or incapacitated may require “an application to the court to be permitted to act without that person, or to have them formally passed over.”
This estate fell into neither category cleanly — the reluctant co-executor was fully available and willing to act, just disagreeing on the merits of the price. That put the file squarely into the court-application-for-directions path rather than the simpler renunciation route, since she had not refused her role, only this specific decision.
The willing co-executor’s lawyer filed the court application for directions, which prompted the reluctant sibling to retain her own independent legal advice rather than let a judge decide. After reviewing the comparable sales the listing agent had used to price the property, she agreed the offer was reasonable and signed the closing documents nine days before the application would otherwise have been argued. The sale closed nineteen days later than originally scheduled. The agent now confirms, before accepting any estate listing, exactly how many named trustees exist, whether the will grants majority or delegated authority, and gets every trustee’s written sign-off on the list price itself — not just eventual acceptance of an offer — before an offer is ever presented.
The tell was assuming, at the offer stage, that one signature had already settled the question the closing package would later ask again. Nothing about the accepted offer being signed by only one co-executor was itself invalid or improper — the gap was that nobody confirmed the second executor’s actual agreement with the price until a lawyer’s closing checklist required both signatures on the transfer documents. An agent who confirms every named trustee’s support for the number before an offer is presented, not merely before closing, turns a possible three-week delay into a non-event.
Related reading: what a Certificate of Appointment of Estate Trustee actually authorizes, and a different file where the missing signature came from a marriage rather than a will: an offer signed by only one of two owners.
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