The Apostrophe in “Five Days’ Notice”

A couple of days ago I received from a reader an email that included the following:

I’ve got a question about the use of apostrophes in notice period provisions. I was rather surprised to see that section 8.96 of the MSCD includes apostrophes after the number of days/weeks/months in your example provisions. Shouldn’t such provisions simply refer to “days”, “weeks” or “months” without the apostrophe? As I read it, including an apostrophe indicates a possessive (i.e., that day/week/month owns the notice period) and I always thought the reference should simply be to the number of days/weeks/months (i.e., the “s” is there because the reference is typically to multiple days/weeks/months). Do the days/weeks/months really own the notice period or am I thinking about this wrong?

A deeply unscientific review of a sample of contracts filed on the SEC’s EDGAR system in the last few days showed that of those contract that included the usage X days’ notice, about one third dispensed with the apostrophe. That being the case, I thought my response to this reader might be of broader interest. Here it is:

Regarding the apostrophe after notice, think how you’d refer to a notice period that’s one day long: you’d say one day’s notice, with an apostrophe, not one day notice. So when you refer to a notice period that’s several days long, you say days’, with the apostrophe.

As to why you use the possessive at all, I think it’s because five days’ notice is an alternative to notice of five days. That’s analogous to David’s hat being equivalent to the hat of David.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.