This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
The intention of the parties controls in questions of time of performance. Accordingly it is dangerous to attempt to lay down arbitrary rules for ascertaining such intention. A few illustrations of the results reached by the courts in specific cases may be given, however. A contract to pay or deliver "by" a certain day gives the whole of such day for performance.1 Thus a subscription conditioned on raising a certain sum "by" a certain day is enforceable where the requisite amount is subscribed at a meeting held on the night of such day.2 A promise to pay "on or before" a certain day is treated as a promise to pay on that day, with an option to pay before the time designated.3 A contract to re-imburse one for loss sustained by reason of his purchase of stock "at or before the expiration of five years," means five years from the date of the contract, and not five years from the loss.4 A promise to perform within a certain time from a given event is to be construed by counting from the completion of the event. Thus a provision for furnishing proofs of loss sixty days after the fire causing loss means sixty days after the fire has ended, if it lasts for more than one day.5 A provision for delivering certain bonds within six months after a foreclosure sale means within six months after the sale is consummated by the delivery of the deed.6 A contract to exchange realty when a certain loan is procured, or "within forty days at the most," means forty days from the time that the loan is procured.7 A contract giving the purchaser of standing timber, until the first day of June, 1898, to remove it, "with the privilege of another year if needed to remove" it, means a year from the first of June, 1898.8 If the last day of performance falls on Sunday, performance on Monday is a sufficient compliance with the contract.9 A promise to pay or perform in a certain number of months prima facie means calendar months.10 Under a contract for performance in a certain time the day of the date is excluded from the computation, and the last day of performance is included.11 A contract which does not expressly state within what time it is to be performed may refer to another contract in such a way as to show that the time fixed in such other contract is the time intended by the parties.12 Thus a contract to give employment or to pay royalties during the "term" of a prior contract for the use of a patent for five years, with the option of five more, has been held to mean the ten-year term, even though the option as to the second period of five years was not in fact taken advantage of.13
1 Preston v. Dunham, 52 Ala. 217; Massie v. Belford, 68 111. 290; Stevens v. Blunt, 7 Mass. 240; Coonley v. Anderson, 1 Hll (N. Y.) 519.
2 Elizabeth City Cotton Mills v. Dunstan, 121 N. C. 12; 61 Am. St. Rep. 654; 27 S. E. 1001.
3 Wilson v. Bicknell, 170 Mass.
259; 49 N. E. 113; Helmer v. Kro-lick, 36 Mich. 371; Mattison v. Marks, 31 Mich. 421; 18 Am. Rep. 197.
4 Wilson v. Bicknell, 170 Mass. 259; 49 N. E. 113.
5 National Wall Paper Co. v. Ins. Corporation, 175 N. Y. 226; 67 N. E. 440.