The Usual Position

At law, usually the contract date is the date that acceptance of the offer is notified to the offeror (the Postal Rule aside). In the context of business sales, it is the date the last party to sign the Contract (usually the seller) signs the Contract and notifies the other party that they have signed it (either directly or through their agent or solicitor).

The Contract Position

However, the “Date of Contract” for the purpose of the REIQ Business Sale Contract (Queensland), pursuant to NOTE 1 (on page 13 of the Contract), is the date of signing by the last party to sign; not when the other party is notified. This provides:

Insert, in Item A, the date of signing by the last party to sign.

Whilst there must be notification of acceptance before a contract is validly formed, once notification occurs, the “Date of Contract” for the purpose of the Contract is when the last party signs.

The impact of this is significant. Given many of the time limits for contractual conditions start from the Date of Contract (e.g. lease assignment, clause 24, and financial due diligence, clause 37), establishing the correct date is essential to not missing a contractual deadline for recourse.

Solution

A suggested solution is to insert a special condition to the Contract removing the application of Note 1.

Author

Joe Kafrouni
Legal Practitioner Director
Kafrouni Lawyers

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