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HAVE you ever signed a contract which seemed to be perfectly clear, straightforward, and reasonable at the time it was agreed, but which later turned out to be ambiguous in important respects or gave rise to unintended and unfair results?
If so, you are not alone. In our experience, many business contracts are not as clear as they could be. Provisions around dates and time limits can be especially troublesome, and as consultant Anna Horrell, a corporate and commercial specialist at law firm Borneo Martell Turner Coulston, explains: “This is a particular problem when it comes to DIY contracts, which have been downloaded from the internet or cribbed from past agreements.”

The problem with date and time clauses
The biggest issue we see with time and date clauses is the use of phrases which can be construed in multiple ways.
For example, if you have a contract which says that a customer has 21 days from the supply of goods in which to pay, does that mean that they have 21 days including the date of supply or 21 days from the date following supply?
Likewise, if you have a contract which provides for goods to be delivered by close of business on a certain date, what is the cut off time? You might assume that it will automatically be 5pm but this might not always be the case. In a recent dispute which came before the courts, close of business was held to be at 7pm, because that is when the international banks involved in the case closed for the day.
How we can help
By using the Borneo Martell Turner Coulston commercial team to prepare your contracts, or to look over existing agreements to flag up potential areas of concern, we can ensure that:
- date and time clauses are expressed clearly, using precise language;
- the consequences of a party failing to meet a deadline or to comply with a time provision are made explicitly clear;
- time critical provisions are expressed to be ‘of the essence,’ thereby entitling you to terminate the contract if a particular deadline is not met; and
- there is consistency in the approach taken to limit the chances of the requirements and effects of a date or time-specific clause being called into question.
Contact us
To find out more please contact Anna Horrell on 01604 622101 or
This article is for general information only and does not constitute legal or professional advice. Please note that the law may have changed since this article was published.