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I have a contract that was signed on Nov 4, 2016. It says that we can cancel the contract within three business days from the above date. Additionally, it also says "To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice to" followed by an address and "no later than midnight of Nov 9, 2016". I am wondering if midnight of Nov 9 means a minute after Nov 8 11:59PM or it is after Nov 9 11:59PM.

  • For what it's worth, this was extensively discussed at English.SE here (and other questions); no real answer emerged. – Tim Lymington Mar 9 '17 at 21:00
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IANAL

The drafter of the original contract crated the problem by use of the phrase, "midnight of Nov 9".

The instant of midnight is not "of" any one day. It is the dividing line between two days, and is not uniquely part of either one.

I have seen phrasing like, "midnight of Nov 9 - 10" which refers unambiguously to a specific time.

Coincidentally, I received my annual car insurance policy renewal today (Toronto, Canada). Upon checking the policy , I discovered that the policy is in effect on 15 Dec 2016, and the expiry date is given as "15 Dec 2017 at 12:01 AM" In other words, the insurer has given me a free minute of insurance, just to avoid the "midnight" ambiguity.

  • That expiry date is on the 15th hours before you go to bed. If you leave your home at exactly midnight on the evening of the 14th you have another 60 seconds insurance. – gnasher729 Nov 9 '16 at 9:09
  • @gnasher729: Yes. It runs from 2016-12-15T00:00 to 2017-12-15T00:01 (and not one minute after 2017-12-15T23:59) – Martin Bonner Nov 9 '16 at 13:47
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    @gnasher729 your comment seems to assume that the car is not covered when it isn't being driven. That is probably not true. – phoog Nov 9 '16 at 14:15
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It's not quite obvious whether "midnight" is in the very early morning or late at night, although I would tend to assume it means late in the night and that might be the legal meaning.

However, since they wrote the contract and chose the words, and not you, if it went to court the ambiguity would have to be resolved in your favour. If you wrote the contract and chose the words, and "midnight" were deemed to be ambiguous, then it would be interpreted in their favour.

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Unless the contract defines midnight otherwise, it takes on its ordinary meaning: 00:00am (that is, one second after 11:59:59 PM).

Having said that - 00:00 could equally be represented as 24:00 (and thus belonging to the previous day.

Both of your interpretations are valid, and without more context, it would be ambiguous and interpreted in favour of the party who did not draft the contract ("contra proferentem").

  • Do you mean one second after 11:59:59 PM of Nov 8? – learnerer Nov 9 '16 at 5:42
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    However, there is no unambiguous convention determining whether midnight occurs at the very beginning of a specified day, or the very end. So it is 00:00am, but it is ambiguous which date that is on. Unless there has been a legal finding in a particular jurisdiction on this point. – user6726 Nov 9 '16 at 5:43
  • @learnerer yes. – jimsug Nov 9 '16 at 5:43
  • @user6726 hmm, fair point - I'd never thought of midnight as referring to anything but 00:00 but I suppose it could equally refer to 24:00. One sec. Though I might add that unless there's nothing else to support the intent of the clause, the general finding in the jurisdiction probably wouldn't matter much,. – jimsug Nov 9 '16 at 5:52
  • @jimsug, years ago I learned the hard way about making "Midnight of the Xth" be a deadline for homeworks. Absolutely never say that: make it be 11:59pm. – user6726 Nov 9 '16 at 6:02
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You signed on Nov 4 at NM:ZY hours, and you can cancel the contract if you do so in 72 hours or less before NM:ZY of Nov 7. Now they can charitably allow you a few hours until the next midnight, since the deadline is expressed as days and not hours, but that gets you to only the 7th-8th boundary, not the 8th-9th boundary. You don't need to know whether that is on or of the 7th or 8th: it is in fact right now, and maybe too late depending on your time zone. The correct reading can be derived, obscurely, from the four corners.

  • Note that Nov 4, 2016 is a Friday and since the the contract says within three business days. By your logic, I think we are still within 72 hours? – learnerer Nov 9 '16 at 6:30
  • Oops, missed the word "business". So yeah, still. – user6726 Nov 9 '16 at 15:35

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