Contracts are frequently dated...somewhere…within the document. The date might typically be found:
1. In the first sentence: “This Agreement, dated January 1, 2014 is entered between Joe Smith Enterprises and ….”
2. It might be found in a sentence just above the signatures: “Dated this _ day of January, 2014;”
3. There might be a space near each parties’ signature block for each of them to individually insert the date of signing. The parties might insert different dates next to their signatures because they in fact signed on different dates.
4. There might be a separate paragraph describing what the contract’s “effective date” is.
5. There might be any combination of the above four.
Problems can arise when more than one of these date provisions appear in a contract. If multiple date provisions conflict, and I have seen many such conflicts, the conflict can create an immediate ambiguity in the contract’s interpretation.
Why? The contract might contain deadlines for a party’s performance that are measured by a number of days following “the contract date” (e.g., for example, “performance is to be completed within 100 days from the “contract date.”) These deadlines frequently arise in contracts for the purchase and sale of real property, construction and development contracts and a wide variety of others. If the “contract date” is unclear, disputes can easily arise as to the true performance deadline.
Careful contract drafting can avoid these problems. The entire contract must be reviewed to determine what, if anything, is measured by the contract date. Then, an appropriate date provision can be used.
***These materials have been prepared for general informational purposes only. The information presented is not legal advice, should not be acted on as such, may not be current, may not apply to your situation, and is subject to change without notice. For legal advice, consult an attorney.***