Time is of the Essence or at Large

I've used the phrase time is of the essence all my life without realising that it has a quite precise legal meaning. I just thought that it meant something like get your skates on or show a leg or hurry up. But it is much stronger than that. Time is of the essence because it's essential to the contract.

Contracts usually have a deadline in them, but it's not that important. If I have a contract to write a book and I hand it in a month late nobody particularly cares. The world remains quite extraordinarily calm.

Some contracts, like building ones have a deadline where the supplier is penalised a bit if they're late. But the contract itself still stands (and has usually taken all this into account).

But sometimes the whole contract is based on the deadline, and if the deadlines is missed the contract is null and void. If I'm delivering perishable goods, like milk, to you, and it arrives three weeks late and very sour: then the goods are worthless. The deadline is broken and with it the whole contract. You pay me nothing.

A wedding cake that arrives too late is no longer a wedding cake. It is mere cake. The essence of the task, the central part of it, has been destroyed.

In cases like this the contract stipulates that time is of the essence, which means that failure to meet the deadline renders the contract defunct.

The opposite of time is of the essence is the much rarer, but rather beautiful time at large. Time at large, in a contract, means that the task must be done, but it really doesn't matter when. Take your time. Have cup of tea. Go for a stroll. Wander around like a lazy outlaw who is at large.


You can find out more from these two articles on construction contracts.

A grand tip of the hat to the Antipodean for pointing this out to me. And for those who like a little light swearing:



P.S. For anybody interested. My book A Short History of Drunkenness is now out in Polish, Italian, Estonian, Romanian and Portuguese (for the Brazilian market).