Just another day… Contracts subject to due dates unraveled

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Contracts often contain clauses requiring one or more parties to attend to certain requirements within a specific time period, or, if certain things did not happen the contract will be suspended.  Examples of such clauses can often be found in a normal deed of sale for an immovable property e.g. a requirement that a deposit must be paid or a bond approved within a specified number of days.

The calculation of the days can become very important especially in cases where a better offer was received or when time is of the essence.   It is therefore crucial to determine what exactly a “day”  in legal terms means.

Normally, a contract will contain a clause that specifically defines what the definition of a day is for example, a day can be defined as “a business day excluding Saturday, Sunday or Public Holidays”.  Days can also be referred to as business days, workdays, calendar days or even just days.

In cases where a “day” is not defined in the contract we refer to section 4 of the Interpretation Act 33 of 1957 which specifically states that when a particular number of days is prescribed, a day shall be interpreted to exclude the first day and include the last day unless the last day falls on a Sunday or Public Holiday, in which case the time shall be reckoned to also exclude the Sunday or Public Holiday.  In other words, by default, days will include weekdays as well as weekend days unless the last day falls on a Sunday or Public Holiday, in which case the last day will be the next day.

It is therefore preferable and more secure if the contract specifies the exact date by which a condition must be met e.g 1 April and not to leave the calculation of days open to interpretation.  However, if the calculation needs to be made, it is advisable to ensure that the contract specifically defines a “day” in order to avoid confusion.

This article is a general information sheet and should not be used or relied on as legal or other professional advice. No liability can be accepted for any errors or omissions nor for any loss or damage arising from reliance upon any information herein. Always contact your legal adviser for specific and detailed advice. Errors and omissions excepted (E&OE)

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