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Time Is of the Essence

Definition

A time is of the essence clause in a contract means that all deadlines and dates specified in the agreement are strictly enforceable, and failure to meet them constitutes a material breach.

Example

A purchase contract with a time is of the essence clause sets the closing date for April 15. The buyer's lender has delays and the buyer cannot close until April 17. Because of the time is of the essence clause, the seller can treat the two-day delay as a material breach and terminate the contract.

Exam Tip

For the exam, understand that without a time is of the essence clause, courts typically allow reasonable delays. With the clause, deadlines are absolute. Remember that this clause must be explicitly stated in the contract — it is not automatically implied.

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