“Day” and “Date”

Behold the following sentence:

If as part of resolving a dispute a party is required to pay the other party, it must no more than 15 days after the dispute was resolved pay the other party the amount in question, plus interest from the beginning of the [day] [date] the disputed payment was originally due through the [day] [date] before the [day] [date] of payment.

It’s from a quick redraft I did of a contract section to show someone what their contracts might look like were I to redraft them. In each of the three highlighted instances, the original used date; I used day. This caused me to ponder day and date.

Here’s how I understand the difference. A day is a period of twenty-four hours as a unit of time, reckoned from one midnight to the next. You can refers to days generally, or to a specific day in the past or future.

By contrast, a date is a numbered day in a month, often given with a combination of the name of the day, the month, and the year. In other words, a date is the designation used for a given day; it’s not the day itself.

Drafters tend to prefer date over day, but often day works just as well, or better. Consider the following example from EDGAR:

Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater.

What’s wrong with using day instead of day in both places?

But this line of thinking takes you to some scary places. For example, doesn’t closing day make more sense than closing date? Be very afraid. (In the past three years around 100 contracts have been filed on EDGAR that use closing day.)

On the other hand, when you refer to the date of this agreement, you’re not referring to the day itself but to the date designated as the date of reference for the contract.

I’m not suggesting that the distinction between day and date affects meaning or readability. But a guy’s got to decide.

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.