Days-ed and Confused: Time Provisions in FAR/BAR Contracts
The Florida Realtors/Florida Bar Residential Contract for Sale and Purchase and the As Is version (rev. April 2017) have the same interlocking provisions that stitch together to define dates and deadlines. Before we look at some key provisions, a great starting question is to determine who will calculate timelines – and to the maximum extent possible, buyer and seller should calculate deadlines. They sign the contract, and they’re the parties who may reap the benefits of good planning or suffer the consequences of poor planning.
If you choose to try and help calculate these timelines, please note that you’re assuming a duty that could make you liable for any mistakes, even accidental ones. So please select your words carefully if you choose to help a buyer or seller schedule deadlines.
- Time is of the Essence. Section 18, Standard F provides in bold words that “Time is of the essence in this Contract.” These simple words elevate the importance of deadlines. Without this clause, a party could argue for a grace period or “wiggle room” for some deadlines. This clause eliminates many of those wiggle room arguments and increases the importance of meeting deadlines.
- Calendar Days. This contract uses calendar days instead of business days, as Standard F simply provides “Calendar days shall be used in computing time periods.” Courts in Florida have cited Black’s Law Dictionary for the following more precise definition of calendar day: “a consecutive 24-hour day running from midnight to midnight.” So, if someone wanted to be hyper-precise, the last second of a specific calendar day would be 11:59 p.m. and 59 seconds.
- Automatic Extension for Certain Weekend or Holiday Dates. Standard F provides that “Other than time for acceptance and Effective Date … any time periods provided for or dates specified in this Contract … which shall end or occur on a Saturday, Sunday, or a national legal holiday … shall extend to 5:00 p.m. (where the property is located) of the next business day.” An example of this extension: If the deadline to make the initial deposit falls on a Saturday, then the deadline would automatically extend until 5:00 p.m. the following Monday, assuming that Monday is not a national legal holiday.
- Effective Date. This contract defines the effective date in Section 3(b) as “the date when the last one of the Buyer and Seller has signed or initialed and delivered this offer or final counter-offer.” Please note that, as clarified in the automatic extension language above, it is possible for the Effective Date to fall on a weekend or holiday.
- Automatic Withdrawal Date. Section 3(a) provides a blank space for the party submitting the offer to insert a deadline for acceptance, after which the initial offer will be automatically withdrawn. Please note that this does not obligate the party that receives the offer to respond in any way by the deadline – it merely withdraws the offer so that it may no longer be immediately signed and returned for acceptance. Also note that counter-offers get their own timeline, as the time for acceptance of counter-offers is “2 days after the day the counter-offer is delivered.”
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