Days: Overview, definition, and example
What are days in a contract?
In contracts, “days” refer to the time periods used to measure deadlines, notice periods, and other time-sensitive obligations. Contracts often specify whether days refer to calendar days (all days, including weekends and holidays) or business days (typically Monday through Friday, excluding public holidays).
For example, if a contract requires payment within 10 days, it could mean 10 calendar days or 10 business days, depending on how “days” is defined in the agreement. Without clarification, this could lead to disputes over deadlines.
Why are days important in contracts?
Defining “days” in a contract prevents misunderstandings about deadlines and response times. If a contract simply states that an action must be taken “within 5 days,” the parties might interpret this differently—one assuming calendar days and another assuming business days.
For businesses, using business days can account for weekends and holidays, preventing issues where deadlines fall on non-working days. Conversely, calendar days may be preferred for simplicity when no workday restrictions apply.
Understanding days through an example
Imagine a supplier agreement stating that invoices must be paid “within 30 days.” If the contract doesn’t specify whether these are calendar or business days, the supplier might expect payment one month later, while the buyer might assume they have an extra week if weekends are excluded.
In another example, a notice of termination clause might require 15 days’ notice before ending a contract. If these are business days, the notice period could last three weeks instead of just over two weeks if calendar days were used.
An example of a days clause
Here’s how a contract might define days:
“All references to ‘days’ in this Agreement shall mean calendar days unless otherwise specified. If any deadline falls on a weekend or public holiday, the deadline shall be extended to the next business day.”
Conclusion
Clearly defining “days” in a contract avoids confusion about deadlines and obligations. Using calendar days keeps timing straightforward, while business days ensure deadlines align with working schedules. To prevent disputes, contracts should always specify whether days refer to calendar or business days and clarify how deadlines are adjusted for weekends or holidays.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.