contract-law
Typing errors in legal contract
<p>I'm reading through a lease agreement that a friend has been offered for renting a space for a business, and one of the clauses just says "TIME OF THE ESSENCE OF THIS LEASE", with no other explanation.  From reading <a href="http://legal-dictionary.thefreedictionary.com/Time+is+of+the+Essence" rel="nofollow">this web page</a>, I think they meant to say "time <strong>is</strong> of the essence".  What I'm curious about is how enforceable this aspect of the contract is.  As they provide no real explanation (such as what I found on the linked page), and they've left out a word, would this be considered as legally binding as if they had put the word in, as well as a full explanation?</p>

<p><strong>A piece of paper with writing on it is NOT a contract!</strong></p>

<p>A contract is the terms and conditions that the parties agree that they will be bound to. A written contract merely serves as evidence (really good evidence) of what those terms and conditions were.</p>

<p>For this to matter, it would have to be part of a dispute about the contract. If the parties looking at the term know and agree on what it means then that is what it means. If there is a dispute about this term then a 3rd party (e.g. judge, arbitrator) will look at the term and the context of the contract (both the written contract and the actions of the parties in giving effect to the contract) and decide what they think the parties meant.</p>

<p>For the example given, I don't think there is any room for dispute about what is meant and it would be disingenuous of either party to claim that there could be. "Time is of the essence" is a commonly used legal phrase with a well understood meaning - it explicitly makes time a condition of the contract; generally, time is a warranty. A condition is a term for which termination of the contract is a possible remedy; you cannot terminate for breach of a warranty. "Time of the essence" is either a typo or, if deliberate, is clearly trying to get across the same concept.</p>

<p>TL;DR</p>

<p>100% enforceable.</p>

<p>Yes. It's still enforceable.</p>

<p>Usually, that phrase bolsters the enforceability of the expiration date in real estate contracts. Usually, purchase agreements but it can apply to leases too.</p>

<p>For example, if the contract offer says it expires at 11:59pm on November 30. Then if you don't sign it before Midnight December 1, there is no contract binding your counterparty and they can cancel the offer. Actually, the offer is most likely self-cancelling if not accepted by the deadline.</p>

<p>That said, it's usually best for both parties to correct any typos or errors you see.</p>

<p>In litigation, courts tend to completely ignore typos and gramatical errors that don't impede the meaning.</p>
