Luke Taylor

Grammar Grater®

with Luke Taylor

Episode 56: The essence of an expression

Today's episode of Grammar Grater is about the expression, time is of the essence. This topic was inspired by Bryan from Seattle, Washington, who contacted us through Gather.com.

Here's what Bryan had to say:
"I hear time is of the essence all the time, and it's almost always misused. It does not mean we are in a hurry—it comes from contract law, and means that cited dates and times are part of the fundamental trade-offs in the contract, or part of its essence. It means that if something is supposed to happen by noon the next day, before the end of the year is not good enough."
It's an interesting assertion, so to help us understand this better, we called in a lawyer. Paul Muilenberg is a lawyer who specializes in business law. He's been on Grammar Grater before, and he was kind enough to join us again.

Muilenberg uses the contract clause time is of the essence on a regular basis, mostly in property transactions. "The phrase time is of the essence means timely performance is an essential term of the contract," Muilenberg says. "As such, failure to meet a deadline which is contained in a contract is a material breach."

Muilenberg explains that a breach is an act of breaking an agreement, and a "material breach" is one that can excuse the non-breaching party of a contract from his or her obligations.

To better clarify this, Muilenberg provides an easy-to-understand example.

"Let's say I agree to sell you my car," he explains, "and our contract is written as follows: 'I will sell you my car for a thousand dollars if you pick up the car by three o'clock this afternoon.'

"Now, let's say you come to pick up the car at four o'clock this afternoon. The question becomes, does your failure to arrive by three o'clock constitute a material breach? If so, I wouldn't have to sell you the car anymore."

Muilenberg goes on to explain that if the written contract in this example had included the phrase, time is of the essence, it would be clear that missing a deadline is a material breach.

The legal explanation of time is of the essence is vital to understanding the everyday application of the phrase. "In common usage, it essentially means 'time is very important,'" Muilenberg says. "For example, let's say it's the day before Thanksgiving and my wife says to me, 'Go get a turkey-time is of the essence.' She is saying that time is very important. I need to get the turkey home as soon as possible so it can thaw in time to get it in the oven."

Muilenberg agrees that technically, time is of the essence does not mean "we are in a hurry." In common usage, however, it comes pretty close to that.

"The reality is that in almost every case, 'time is very important' essentially means the same thing as 'we are in a hurry,'" Muilenberg says. "So if my wife requests that I go get a turkey and time is of the essence, she's obviously telling me to hurry up."

Sources: Paul Muilenberg recommends Black's Law Dictionary

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