“Non-Business Day”

The other day I saw the following tweet, mentioning a post by Ruth Gámez and Fernando Cuñado:

I realized in quick succession that (1) I hadn’t encountered the term non-business day and (2) it’s massively lame. So is non-working day.

A search on EDGAR revealed that both are real. The former is relatively commonplace, the latter less so. That just reflects that business day is used more often than working day. And sometimes the element after non– is a defined term.

Why are they lame? Because no one says non-business day. Instead, you say a day other than a business day.

By the way, I’m not suggesting that Ruth and Fernando endorse non-business day. As far as I can tell with the help of Google Translate, they don’t.

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.

5 thoughts on ““Non-Business Day””

  1. I prefer non-working days to working days. Oh, wait, this is a site about contract drafting? Never mind.

    Wouldn’t a quick definition save a lot of digital trees? ‘”Nonbusiness Day” means a day other than a Business Day.’ A short name, even one that’s a little lame, has its charms if it saves four words of six on every usage.

    Also, I see you didn’t nitcap ‘business day’ — is that safe not to define?

    Google NGram Viewer results on ‘nonbusiness day’, ‘non-business day’, ‘nonworking day’, and ‘non-working day’ are interesting, but the database is books, not contracts. Hence zero hits for ‘other than a business day’. –Wright

  2. On a related topic, I could a second (and third and fourth and . . .) opinion. I’ve had some fairly good-natured “discussions” with a colleague about use of the term “day” in a contract where “Business Day” is a defined term. One position is that “day” should be avoided and either “Calendar Day” or “Day” as defined terms be used. The other is that “day” has a common meaning and there’s no need for a second definition since “Business Day” is defined.

    • My opinion: defining ‘Business Day’ doesn’t automatically require that all other uses of ‘day’ also be defined.

      For example, if ‘Business Day’ is defined as ‘any day other than a Saturday, Sunday or National Holiday’, then a later reference to ‘ten days’ notice’ may raise the issue of ‘which days count?’ but not necessarily ‘what’s a “day”?’

    • James:

      It depends on some competing concerns:
      – what depends on the distinction between a calendar day, a business day, or otherwise?
      – how much is at stake in the transaction?
      – is this a form agreement? If so, yours? If so, how much additional burden do you add to the counter-party in tracing through all your definitions?

      Or, put another way, how does it matter, how much does it matter, and what does it cost?


      • – Calculation of time, usually notice periods but also deliverable timelines.
        – Varies, but it usually comes up in larger contracts ($1M+).
        – Not a form, but it is our paper. As for burden, varies (usually with the size of the contract).
        So looking at the 3 questions, one seems to rise to the top: how much is at stake? Combined with the prior comment, if it’s a large deal, then there’s no problem in being extra clear.
        Thanks (even though I was advocating for the second position internally)!


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