Time of the essence
A practice note examining the legal implications of the phrase "time is of the essence" in English contract law. This note explores the draconian effect of a "time of the essence" clause, which elevates a deadline to a contractual condition, making even a minor delay a repudiatory breach that can justify termination and a claim for damages caused by the early termination. This resource discusses circumstances where time may be impliedly of the essence, such as in contracts for volatile assets, and where it is generally not, including payment obligations. Finally, the note provides guidance on when and how to serve a notice making time of the essence. Even if the contract did not initially make time of the essence, this notice procedure can help establish a right to terminate on grounds of repudiatory delay. The analysis also covers key risks, including the risk of invalidity as an unfair contract term and the risk of wrongful termination.
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