Glossary

Time is of the essence

“Time is of the essence” makes a deadline a condition of the contract. In England and Wales a party who misses that deadline is then in breach of a condition, so the other side can terminate and claim damages even if the delay is short.

Last updated 28 October 2026

Launch dates, shoot dates and “the ad must run on Friday” are the moments people reach for the phrase. A website build with a flexible milestone calendar usually should not. If you need a date to be fatal, write it, and write what happens to later dates when the other side causes the delay. Pair it with force majeure so a flood is not an automatic condition broken.

On Contracts.io we would rather you put the date, the acceptance window and the consequence in the statement of work you both sign. Lex can mark a named delivery as of the essence and leave the rest as ordinary dates. That is clearer than stamping the whole paper with a phrase nobody wants to enforce over a two-hour slip.

What does “time is of the essence” actually do?

It turns a time stipulation into a condition. Breach of a condition is repudiatory: the innocent party may terminate and claim loss. Without those words, many delays are innominate terms in the Hong Kong Fir sense, and a short slip only sounds in damages.

Should a freelance delivery date be of the essence?

Only when a missed day really does destroy the job: a live event, a print slot, a broadcast. A six-week build with client-supplied copy should use milestones, acceptance windows and a right to move dates when the client is late. Making every internal review of the essence is how a one-day comment delay becomes a termination fight.

Can time be made of the essence later?

Yes. After an unreasonable delay, the innocent party can serve a notice requiring performance by a reasonable future date and stating that time is of the essence. Miss that new date and the condition bites. The notice has to be clear and the time given has to be reasonable.

What is the better way to handle delay?

Name the date, name who can move it, and name a liquidated damages rate or a pause if you need a money consequence. Move later milestones by the length of a client-caused delay. Keep of-the-essence for the one date that is truly fatal. Put force majeure next to it so neither side treats a closed venue as a broken condition.

A worked example

A live-event film must be delivered by 17:00 the day before the conference. The SOW says that delivery time is of the essence. Internal cut reviews are not. When the client’s legal comments arrive a day late, the conference date does not move and the of-the-essence line still applies to the final file, but the cut-review dates slide by a day. A flood that closes the edit house is force majeure, not a broken condition.

How it shows up in a contract

Sample wording · our own drafting

Time is of the essence in relation to the Delivery Date in the Schedule only. Other dates are target dates. If the Client delays the Supplier, later dates (including any date of the essence) move by the same number of Business Days. This clause is subject to Force Majeure.

In Plain English

Only the named delivery date is fatal if missed. The other dates are targets. If the client holds the supplier up, every later date — including that fatal one — moves by the same number of working days. A force majeure event is a pause, not an automatic breach of this line.

Common mistakes

  • Stamping the whole contract “time is of the essence” so a two-hour slip on an internal review becomes a right to terminate.
  • Making a date of the essence when the client controls the inputs, then blaming the supplier for the wait.
  • Forgetting to move of-the-essence dates when the other side caused the delay.
  • Using the phrase instead of a clear delay rate or a milestone acceptance window.

Frequently asked questions

What does “time is of the essence” mean?

It makes a deadline a condition of the contract. Missing it is then a breach of condition, so the other side can terminate even if the delay is short.

Is time of the essence automatically?

Not in ordinary commercial contracts. United Scientific Holdings v Burnley [1978] AC 904 is why you need the words, or a deal whose nature requires it (a live event, a print slot).

Can we make time of the essence later?

Yes, by a clear notice after unreasonable delay, giving a reasonable new date. Miss that date and the condition bites.

Should every freelance deadline be of the essence?

No. Keep it for the one date that is truly fatal. Use milestones, acceptance windows and a delay rate for the rest. See /glossary/milestone.

Related

The legal wording governsLast reviewed 28 October 2026Pending lawyer review