Three Distinct Concepts for Time Deadlines

It is somewhat interesting that the standard Form OREA Agreement of Purchase and Sale makes several references to “time”.

There is a clause that states:

20. TIME LIMITS: Time shall in all respects be of the essence hereof provided that the time for doing or completing of any matter provided for herein may be extended or abridged by an agreement in writing signed by Seller and Buyer or by their respective lawyers who may be specifically authorized in that regard.

And another:

27. TIME AND DATE: Any reference to a time and date in this Agreement shall mean the time and date where the property is located.

Briefly, those two clauses were the “time is of the essence” and “local time” clauses.

You might be interested to see the interplay of three other references to time in the Agreement.

Let’s assume that in all three cases we are referring to a deadline coming due at 6:00 pm.

Here are the specific words taken from the Agreement:

Deposit Delivery: within

Irrevocable: until

Completion: not later than

Meaning and Interpretation

Deposit Delivery: within, assuming that 6:00 pm was calculated, then 5:59 pm is the actual deadline

Irrevocable:           until 6:00 pm, either means 6:00 pm or 5:59 pm, this particular expression is ambiguous

Completion:          not later than 6:00 pm, clearly this means 6:00 pm

Comment

It does seem to be rather unusual to find these three distinct approaches to time deadlines found in one document.

Obviously, this was not a document drafted by one person from start to finish. This must be the result of collaboration among several participants.

In due course, one day, they may all use the same approach to time deadlines. When you look at the three alternatives which are all employed, clearly “not later than” is to be preferred.

Brian Madigan LL.B., Broker

www.OntarioRealEstateSource.com

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