Counting the Conditional Days

Question:

The confirmation of acceptance was signed on Thursday at 1:30pm.

According to this clause…what would be the last day?

This Offer is conditional upon the Buyer arranging satisfactory financing within 5 banking days of the date of acceptance……

Answer:

There are a few problems here. When you use the word “within”, that excludes day 5, so that only leaves you 4 days not 5. The applicable rules can be found in the Interpretation Act.

Business days under REBBA and the Regulations only exclude Saturday. Every other day is a business day. However, it is also important to take into consideration that the Real Estate and Business Brokers Act, 2002 only applies to registrants. It doesn’t apply to the public, unlike, for example the Vendors and Purchasers Act or the Conveyancing and Law of Property Act.

There’s no such thing as a banking day. Every day is a banking day. Many Schedule B’s will define both banking days and business days, if that is the case, then that provision will govern.

Friday is day 1, Saturday is day 2, Sunday is day 3, Monday is day 4. Your deadline would be 11:59:59 on Monday. Because it said “within”, you don’t get to day 5. That would be using banking days.

Using business days, Saturday would be excluded, so that leaves you with Tuesday 11:59:59 as the deadline.

The preference would be to say for example Thursday at 8:00 pm is the deadline. That avoids misunderstandings, interpretations and calculations.

Brian Madigan LL.B., Broker

www.OntarioRealEstateSource.com

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