Comments on: Ambiguity in Specifying the Time of Day

By: Ken Adams

Ken Adams — Mon, 01 Dec 2008 19:57:34 +0000

Chris: You raise a different issue that's discussed in this October 2007 blog post as well as in MSCD 9.19–24. Ken

By: Chris Haines

Chris Haines — Mon, 01 Dec 2008 16:49:51 +0000

Given the multi-jurisdictional aspect of transactions these days, it would also be appropriate to eliminate ambiguity in the time zone involved unless this is already covered in the interpretations sections of the contract. I usually do it by specifying local time in the particular place rather than reference to actual time zones, standard time or daylight savings time. For example:

… Notice by 2:00 p.m. local time in Vancouver, British Columbia 20 Business Days …

By: Ken Adams

Ken Adams — Mon, 01 Dec 2008 01:49:12 +0000

Steve: I’m still comfortable that my version doesn’t allow alternative meanings. Ken

By: Steve

Steve — Mon, 01 Dec 2008 01:44:46 +0000

What about just creating a defined term (e.g., “Deadline”) and using that instead?

“If the Escrow Agent receives from the Seller a Counter Notice by the Deadline, the Claim must be resolved in accordance with section X. “Deadline” means 2:00 p.m. on the 20th Business Day after the Escrow Agent received the corresponding Claim Notice.”

I generally try to avoid creating a defined term if it’s only used once except to improve readability or clarify intent. In this case I think it helps clarify intent.

Steve

By: Ken Adams

Ken Adams — Thu, 27 Nov 2008 18:39:46 +0000

Hugh: I don’t think your formulation changes the meaning, so I’ll go for one word over three. Ken

By: Hugh Brady

Hugh Brady — Thu, 27 Nov 2008 16:52:35 +0000

Wouldn’t the clearer language be “If the Escrow Agent receives from the Seller a Counter Notice *not later than* 2:00 p.m. 20 Business Days . . . .”