Executive Summary: Key Legal and Evidentiary Issues

• Lawfulness of the purported assignment where the original builder’s Agreement of Purchase and Sale (APS) expressly required prior written consent to assign, which the plaintiff never obtained.
• Characterization of the “Qu/Wang Agreement” and whether its materially different terms from the Qu/Builder APS could amount to a valid assignment or were instead a separate, unenforceable arrangement.
• Proven fraudulent misrepresentations by the plaintiff regarding his right to assign, the existence and value of $250,000 in upgrades, and the feasibility of adding a fourth ensuite bathroom.
• Misuse of the defendant’s $150,000 deposit, which was applied (without her knowledge) to cure the plaintiff’s default under his own APS with the builder rather than to secure an assignment in her favour.
• Assessment of witness credibility and reliability, with the court rejecting the plaintiff’s evidence and accepting the defendant’s account, strongly supported by documents.
• Determination that the defendant validly treated the agreement as voidable and is the successful party, with her entitlement to costs recognized but the precise quantum of costs left for later written submissions (amount not yet determined).

Factual background and the competing agreements

The dispute in Qu v. Wang, 2026 ONSC 1715, arises from a failed attempt to transfer a new-build home purchase in Richmond Hill, Ontario, through what the plaintiff, Weitao (Vito) Qu, characterized as an assignment of an Agreement of Purchase and Sale (APS). Mr. Qu had originally contracted with the builder, Nautical Lakes Investments Inc. (Treasure Hill Homes), to purchase a home at 7 Kristen Street for $2,888,000 inclusive of HST (the “Qu/Builder APS”). The APS required a total deposit of $500,000 in three instalments, with a first tentative closing date of June 29, 2017. An important feature of this contract was an amendment prohibiting assignment without the builder’s prior written consent, which the vendor could arbitrarily withhold, and which contemplated an assignment fee for any approved transfer. The agreement also specified that the house had already been bricked and framed and that no change to the layout would be permitted, though a Colour Chart and extras provision referenced a $20,000 entitlement to extras at a cost shown as $0.00.

The plaintiff failed to honour his own deposit obligations to the builder. His second $200,000 instalment, due February 28, 2017, was returned for insufficient funds. Shortly thereafter, on March 19, 2017, the defendant, Hong Wang, saw an advertisement for the property on WeChat and contacted realtor Rebecca Fang, who was acting for Mr. Qu and then also for Ms. Wang in what became a dual-agency situation. Two days later, on March 21, 2017, the parties met at a Tim Hortons, where Mr. Qu produced a pre-printed OREA Form 100 Agreement of Purchase and Sale, with handwritten portions completed at the table. The agreement (the “Qu/Wang Agreement”) set a purchase price of $3,130,000, a July 28, 2017 completion date, and contemplated certain high-end upgrades, to be described in an attached “U” schedule, including a Sub-Zero fridge, Wolf stove and upgraded cabinetry, with total upgrades “about $250,000 plus HST.” Schedule “A” expressly stated, in imperfect wording, that this was an “ASSIGNMENT SALE,” identified Treasure Hill as the original builder, and recited the original builder price of $2,888,000 plus upgrades, with the purchaser taking over “all responsibilities” from the builder and paying the total $3,130,000 on closing.

The schedule also contained handwritten terms in which Mr. Qu, as assignor, undertook to be responsible to “build 4 ensuite bathrooms on second floor,” to provide a Tarion warranty certificate upon acceptance of the assignment contract, and to provide a survey on closing. These promises went beyond the terms of the Qu/Builder APS and were inconsistent with the builder’s provision that no further layout changes were permitted due to the state of construction.

Handling of deposits and the role of the builder

Under the Qu/Wang Agreement, Ms. Wang was to pay a $150,000 deposit by cheque payable directly to the builder. Immediately after signing, the parties and Ms. Fang went to the builder’s office, where Ms. Wang provided a certified cheque for $150,000 to Treasure Hill, not to Mr. Qu and not into a trust account. The cheque, once negotiated, was marked “Lot 2, Weitao Vito Qu NSF Replacement cheque,” indicating that it was being applied as a replacement for Mr. Qu’s bounced $200,000 payment. Documentary evidence also showed a further cheque for approximately $50,285.50 from Mr. Qu to the builder. The court concluded that Mr. Qu used Ms. Wang’s $150,000 deposit, combined with his own $50,000–plus, to cure his default on the second deposit under the Qu/Builder APS, doing so without Ms. Wang’s knowledge or any proper assignment documentation in place.

From Ms. Wang’s perspective, she had been told by Mr. Qu and the agent that the builder permitted an assignment and believed that her money was securing her rights to the property. After she obtained independent legal advice, her lawyer wrote to Nautical Lakes on March 29, 2017, demanding the return of the $150,000, on the basis that she had been told the builder would permit an assignment, and that neither the plaintiff nor the builder had provided her with a formal assignment agreement despite requests. Her counsel also sought clarification of the promised $250,000 in upgrades and the terms of the alleged assignment.

Mr. Qu responded on April 6, 2017, asserting that he had paid $150,000 toward the base contract price and $250,000 for upgrades, insisting that Ms. Wang’s obligation was to make the final $200,000 payment, and relying on general “contract law” notions that an assignor and assignee must follow the original vendor contract. At the same time, Ms. Wang continued requesting the promised Schedule “U” detailing upgrades; this document was never provided.

Emergence of misrepresentation and assignment issues

As events unfolded, multiple red flags emerged concerning the viability and honesty of the supposed assignment. Ms. Wang learned that the home had already been framed, making the promised fourth ensuite bathroom on the second floor structurally impossible within the existing builder terms, since the Qu/Builder APS unequivocally prohibited alterations after the house was framed and bricked. Her lawyer pressed for specifics: a confirmation from the builder that there really were $250,000 in upgrades and a price adjustment if the fourth ensuite could not be built. Meanwhile, a title search conducted in July 2017 revealed that Mr. Qu was not yet the registered owner of 7 Kristen Street and had not closed his own purchase with Treasure Hill.

On July 13, 2017, the builder’s lawyers offered a formal assignment agreement to be executed by both Mr. Qu and Ms. Wang, subject to an assignment fee of $22,600 and a deadline for consent on July 21, 2017. This proposal highlighted that any actual assignment required the builder’s formal written consent, consistent with the Qu/Builder APS. The defendant’s new counsel expressed concern that the builder’s proposed assignment terms were materially different from what had been set out in the Qu/Wang Agreement, and that the plaintiff’s representations about upgrades and bathroom configuration had been inaccurate.

By July 24, 2017, Ms. Wang’s lawyer set out her position clearly. He took the view that the Qu/Wang Agreement did not and could not automatically bind Ms. Wang to the builder; no contractual mechanism allowed the parties’ private terms to be substituted for those governing the separate Qu/Builder APS. He itemized the differences—such as the additional ensuite and large claimed upgrade package—and alleged material misrepresentation. He further argued that Mr. Qu was not in compliance with his own obligations under the Qu/Builder APS and that, in effect, there had never been a proper assignment at all. The letter went on to allege breaches of Ontario real estate brokerage legislation and regulations, including the improper handling of the deposit outside of a brokerage trust account and knowingly false representations.

Against that background, Ms. Wang elected to treat the Qu/Wang Agreement as at an end on the basis of fraudulent misrepresentation and demanded a return of her $150,000 deposit. She maintained that she had no duty to proceed with closing under a defective and misleading arrangement that did not give her what she had bargained for.

Assessment of credibility and evidentiary findings

In resolving the case, the court first reiterated that the plaintiff, as the party advancing the action, bore the burden of proving his claim on a balance of probabilities. The judge then undertook a detailed credibility and reliability assessment of both Mr. Qu and Ms. Wang. Mr. Qu described himself as an engineer and real estate broker, but his evidence was found to be both evasive and inconsistent. He frequently refused to acknowledge straightforward documentary facts, including that he had prepared key parts of the Qu/Wang Agreement and that his separate action against the builder had been dismissed for failure to pay costs. He also denied, contrary to documentary proof, that he had been disciplined by the Real Estate Council of Ontario over this transaction.

Crucially, Mr. Qu claimed to have written proof that the builder consented to an assignment, basing his argument largely on the builder’s acceptance of Ms. Wang’s cheque. He offered no actual written consent or documentation to support that assertion, and the court rejected his “common sense” argument that acceptance of monies was equivalent to formal prior written consent to assignment. The builder’s later, time-limited, and fee-bearing assignment proposal underscored the opposite: written consent was a conditional, separate step that had not yet been completed when Mr. Qu first purported to assign.

By contrast, Ms. Wang candidly acknowledged her own unrelated professional discipline history as a registered massage therapist, including a suspension and the misconduct for which she had been sanctioned, and explained that her licence was now in good standing. Although this history had some bearing on general credibility, her testimony about the real estate transaction was strongly corroborated by documentary evidence and withstood cross-examination. The judge therefore accepted Ms. Wang’s evidence and rejected Mr. Qu’s on critical points.

Legal analysis of the assignment and misrepresentation

On the central legal issue, the court held that Mr. Qu never had a valid assignment to offer. The Qu/Builder APS explicitly required the builder’s written consent before any assignment could take place and allowed the builder to withhold that consent. In the absence of such written consent, Mr. Qu had nothing he could lawfully assign to Ms. Wang. The fact that the APS conceptually permitted assignment did not negate the written-consent requirement, nor did the builder’s acceptance of the $150,000 cheque retroactively perfect any assignment.

The court further found that the Qu/Wang Agreement and the original Qu/Builder APS differed in material respects, including the inclusion of a fourth ensuite bathroom and extensive upgrades never actually contracted for with the builder. Because the terms were not the same, the Qu/Wang Agreement could not properly be characterized as a pure assignment of the existing APS. Instead, the plaintiff’s claim—advanced entirely on the basis that there had been a binding assignment, which Ms. Wang had supposedly breached by not closing—collapsed. There was no enforceable assignment upon which to found the alleged breach.

While the builder later indicated a willingness in July 2017 to contemplate an assignment on terms, this came with additional fees and requirements and applied to a property that was not the one Ms. Wang had been led to believe she was acquiring (lacking the promised fourth ensuite and upgrades). The court accepted that Ms. Wang had not agreed to assume those new terms and had not agreed to step into the plaintiff’s obligations to the builder; their private contract simply required Mr. Qu to deliver 7 Kristen Street with the agreed features, something he was never in a position to accomplish.

The court then addressed Ms. Wang’s argument that, independently of the absence of a lawful assignment, fraudulent misrepresentation rendered the Qu/Wang Agreement voidable. Applying the Ontario Court of Appeal’s five-part test for fraudulent misrepresentation, the judge found each element satisfied. Mr. Qu had made false statements of fact: that he had the right to assign the APS; that he had invested $250,000 in upgrades; and that he would deliver a fourth ensuite bathroom despite the builder’s prohibition on structural changes once the house was framed. Evidence showed that he had altered a copy of the builder’s Colour Chart by adding a notation such as “$250+K” to create the impression of substantial upgrades where the original document actually listed extras at $0.00. He knew these statements were untrue, given his own knowledge of the Qu/Builder APS, and made them intending Ms. Wang to rely on them so that she would enter the Qu/Wang Agreement.

Ms. Wang did rely on those misrepresentations when agreeing to the transaction and when paying her $150,000 cheque directly to the builder, believing she was securing a high-end, upgraded home and that the assignment was permitted. As a direct consequence, she lost that $150,000 deposit when the builder treated it as a replacement for Mr. Qu’s own defaulted payment. The court therefore concluded that she had proven fraudulent misrepresentation causing her loss and that she was justified in treating the agreement as voidable and not proceeding to closing.

Outcome, successful party, and monetary consequences

In its final disposition, the court held that Mr. Qu had failed to prove his claim on a balance of probabilities. He did not have the right to assign the Qu/Builder APS without the builder’s written consent and never obtained such consent at the time he purported to assign. He was also never in a position to deliver the property as promised under the Qu/Wang Agreement—complete with a fourth ensuite and $250,000 in upgrades—because those terms were inconsistent with the builder’s contract and the physical state of the home. The court rejected his argument that Ms. Wang had simply failed to close; rather, it found that there was no lawful assignment for her to complete, and the agreement between the parties was voidable due to his fraudulent misrepresentations.

Accordingly, the action was dismissed. The defendant, Hong Wang, was declared the successful party and is presumptively entitled to recover her legal costs from Mr. Qu. However, the decision does not fix a dollar amount for those costs or for any other monetary award. Instead, the judge directed both parties to file brief written submissions on costs by specified dates, with the quantum of costs to be determined in a later ruling. As a result, while Hong Wang prevails and is entitled in principle to her costs, the total monetary award in her favour cannot be determined on the face of this decision.