The exact wording used for contract deadlines is crucial, especially when using the measurement of Business Days. The preposition chosen determines when the clock starts and stops.
Best Practice for Clarity when Drafting: Explicitly state the counting method: "The notice period shall be 5 Business Days, commencing on the first Business Day following the date of the triggering event."
The standard and clearest legal rule of construction is that the day on which the event or act occurs is **excluded**, and the count begins on the **next day**.
| Date | Type of Day | Action/Event | Count Day |
|---|---|---|---|
| Monday, Oct 6 | Business Day | Event occurs (e.g., Notice is given) | Day 0 (Excluded) |
| Tuesday, Oct 7 | Business Day | Day 1 | |
| Wednesday, Oct 8 | Business Day | Day 2 | |
| Thursday, Oct 9 | Business Day | Day 3 | |
| Friday, Oct 10 | Business Day | Day 4 | |
| Saturday, Oct 11 | Weekend Day | - | |
| Sunday, Oct 12 | Weekend Day | - | |
| Monday, Oct 13 | Business Day | Day 5 (Deadline) |
This phrase sets a window of time, starting the day after the triggering event. The period is inclusive of the final day.
| Formulation | Example | Interpretation |
|---|---|---|
| Within [X] Business Days | Payment must be made within 5 Business Days of the invoice date. | If the invoice is dated Monday, Oct 6, the counting starts Tuesday, Oct 7. The deadline is the end of the 5th business day (Monday, Oct 13). |
| No Later Than | The Buyer must notify the Seller no later than 10 Business Days after delivery. | Similar to "within." Sets the final acceptable date for the action. |
This sets a specific date or a specific point in time before or on which the action must occur.
| Formulation | Example | Interpretation |
|---|---|---|
| By [Date/Time] | The inspection must be completed by 5:00 PM on the 10th Business Day. | The action must be finished at or before the specified time on the final date. |
This defines when the counting period begins relative to the triggering event.
| Formulation | Example | Interpretation |
|---|---|---|
| Following the Expiration/Event | The Licensee shall commence work within 3 Business Days following the Effective Date. | The "Effective Date" is Day 0. The 3 Business Days are counted starting on Day 1 (the day immediately after the Effective Date). |
The word "from" is often ambiguous and can lead to disputes over whether the starting day is included in the count.
| Formulation | Interpretation (Varies) |
|---|---|
| [X] Days From Event |
Strict Interpretation: The count starts the day after the event (excluding the start date). Lenient Interpretation: The count includes the date of the event (starting the count on the same day). |