Question: What is the correct way to count days on contracts?
Whenever you see a reference to Days capitalized and in bold you are alerted to the fact that there is a specific definition associated with the manner in which theDaystracked.
The Definition Paragraph #30. Sub-paragraphs: F. “Days”, G. “Days After” and H. “Days Prior” provide specific guidance as to the manner in which each of these Days are tracked:
F. “Days” means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement (including Close of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day.
G. “Days After” means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the specified event occurs, and ending at 11:59 PM on the final day.
H. “Days Prior” means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur.
It is important to understand the specific definitions in order to avoid misunderstandings and potential conflicts.
Question: It is my understanding that weekend days and legal holidays are not counted when tracking “Days” for performance under the Residential Purchase Agreement. Can you confirm my understanding?
A.Saturday, Sundays and legal holidays DO count as Days UNLESS the LAST Day to perform any act required by the Agreement falls on a weekend or legal holiday. Simply put, the first day can and often will fall on a weekend or legal holiday and it counts! As an example, if a Seller issued a Notice to Buyer to Perform (NBP) on a Thursday; Day One would be Friday and Day Two would be Saturday, Day Three would be Sunday BUT because the last Day to perform an action does not include Saturday, Sunday or a legal holiday the final Day for performance would flow to the next business Day which would be Monday, so long as it is not a legal holiday.
The Residential Purchase Agreement (Definition Paragraph 30 Sub-paragraph F), provides the authority for the explanation above:
F. “Days” means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement (including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day.
Question: When counting down days after Acceptance for close of escrow, removal of contingencies or contractual actions what is the first day? Is it the day of Acceptance or the following day?
“Days After” is defined in the Residential Purchase Agreement in the Definition Paragraph 30. Sub-paragraph G. wherein it is stated when counting Days After we use “the specified number of calendar days NOT COUNTING the date on which the specified event occurs, and ending at 11:59 PM on the final day.”
Other Important Timeline Matters
Notice to Seller to Perform - No Time Specified. If Seller does not perform buyer has right to cancel.
Notice to Buyer to Perform - 2 calendar days is default.
Demand to Close Escrow - 3 calendar days is default.
Days means calendar days unless otherwise specified.
Days end at 11:59PM.
Acceptance is date on which the fully executed agreement is delivered and received by the buyer, seller, or individual real estate licensee. So if an RPA is agreed to by the seller on Monday but not sent to the buyer until Tuesday, then Tuesday is the effective acceptance date.
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