In a recent decision, the Court has issued a clear warning to parties relying on vague or poorly worded contract terms. In MY Contracts Ltd v 74 Hamilton Terrace Freehold Ltd, the Technology and Construction Court (TCC) clarified how weekends and public holidays are treated when calculating contractual deadlines.
Background
In 2023, the parties entered into a JCT Design and Build Contract for a project in London. During the works, the Employer served a Notification of Façade Costs. The Contractor challenged the notice, arguing it was served too late.
An adjudicator found in favour of the Employer, but the Contractor took the matter to the TCC, seeking a declaration on the proper interpretation of the contractual notice provision.
The Clause in Question
The dispute centred on this bespoke amendment:
“The contractor shall have no liability to the Employer in respect of any monetary amount that is not included in the Notification of Façade Costs or an update of the Notification of Façade Costs received by the Contractor not later than 4 (four) months after the date of this Contract.”
The Contractor said the notice should have been served by Sunday, 2 July 2023—four months after the contract date. Since it was served on Monday, 3 July, they claimed it was too late.
The Employer’s Arguments
- Public Holidays Extend the Deadline
The Employer pointed to a clause stating that time periods measured in “days” should exclude public holidays—and argued this should apply to “months” as well. - Notices Can’t Be Served on Weekends
They also claimed that notices must be served on working days only, so a deadline falling on a Sunday should automatically roll over to Monday.
The Court’s Decision
On Public Holidays
The Judge ruled that the notice clause clearly referred to “months”, not “days”, so the public holiday rule didn’t apply. Since the contract didn’t explicitly exclude holidays from the calculation, the deadline stood.
On Weekends
The Employer’s attempt to add “or the next Business Day” was rejected. The contract defined “Business Day” elsewhere but didn’t use it here—suggesting this was deliberate.
The Judge emphasised that the Court is not there to rewrite contracts, only to interpret them.
Key Takeaways from Berry Smith
This case highlights the importance of clear, consistent, and practical drafting, especially around deadlines. If your contract says “four months”, it means exactly that—even if the deadline falls on a Sunday.
Top Tips for Contracting Parties:
- Be explicit about how deadlines are calculated.
- Don’t rely on assumptions about weekends or holidays.
- Use defined terms like “Business Day” consistently—and only where you mean them.
- Review notice provisions carefully to avoid costly disputes.
Need help reviewing your contract terms or drafting watertight notice clauses?
Contact the Berry Smith commercial team on 02920 345511 or 📧 email commercial@berrysmith.com.