MSCD 10.66 explains why I’m not keen on the term calendar year as a way to avoid ambiguity over what year means. Well, at one of my recent Geneva seminars, a participant introduced me to the term civil year, meaning the twelve months beginning January 1.
And lo and behold, it’s on EDGAR. Here’s an example from a contract between a French company and a Japanese company:
In any event any Bioamber liability arising out of or in connection with this Agreement shall never be more than three (3) million Euros per civil year during which any claim was notified to Bioamber and shall never be more than three (3) million Euros per occurrence.
I’d be interested to hear from readers in civil law countries whether civil year is clear enough, and established enough, that it’s safe to use. It’s not established enough to use on U.S. readers or, I assume, Commonwealth readers.
“The twelve months beginning January 1” is a perfect example of using a period of time (January 1, which lasts 24 hours) as if it were a point in time.
The uncertainty can be fixed by either:
(1) more verbiage on site (“the twelve months beginning *at the start of* January 1”) or
(2) an interpretive rule (e.g., “reference to a period of time as if it were a point in time is to the start of the period”) on site or in a “provision specifying interpretive rules” (a better name for a “provision specifying drafting conventions”).
Anent “civil year”: if it flies, does it pave the way for “civil quarter,” “civil month,” “civil week,” and “civil day”? (Forgive the mixed metaphor.)
If “civil year” is not clear enough and established enough to be safe to use on U.S. or Commonwealth readers, can’t it be saved by a short definition or interpretive rule: “civil year means the twelve months beginning at the start of January 1”?
Finally, should the U.S. join the Commonwealth? As a former British colony, it’s eligible.
I take your point about “the twelve months beginning January 1,” but I don’t think there’s any misunderstanding the intended meaning.
So if the request for bids said that “all bids for the replacement of the entire infrastructure of Taiwan must be submitted within the twelve months beginning January 1, 2020,” and a bid were submitted between the start and end of 12:01 a.m. on January 2, 2021, there can be no misunderstanding about whether the bid is timely or untimely, and the drafter should be commended for having drafted to avoid a possible lawsuit in a high-stakes matter? I think I hear Murphy laughing.
As I used it, ‘the twelve months beginning January 1″ isn’t a specific period. Instead, it denotes a unit. More specifically, it’s one possible definition of “year.” Good luck to anyone who wishes to make mischief with that definition.