Jurisdiction(s):
United Kingdom

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Key definition

Time of the essence definition

What does Time of the essence mean? A statement that specified deadlines are fundamental to performance: if a party fails to meet an essential time limit, the other may treat the contract as terminated (rescinded) and claim damages. The concept is developed in case law and used across contract law (e.g. sale of goods, shipping, options, construction and property). Usage is broadly consistent in England & Wales, Scotland, Northern Ireland and Ireland, though Scots law often frames the remedy as rescission for material breach. Time is “of the essence” where: - the contract states it expressly; - it is implied by the nature of the transaction (commonly in...

Time of the essence clauses in commercial contracts: legal effect, exceptions, case law, drafting and practical considerations for suppliers and customers, including insolvency-related termination restrictions

Published by a LexisNexis Commercial expert

Practice notes

This Practice Note sets out the purpose and importance of time of the essence clauses in commercial contracts. It outlines the general rule and its exceptions, and considers practical points for both supplier and customer when evaluating time of the essence provisions in supply of goods or services agreements. For a Precedent time of the essence clause with detailed drafting notes, see Precedent: clause. See also: Drafting and negotiating a time of the essence clause—checklist. For discussion of time of the essence clauses in the context of:

construction contracts, see Practice Note: —construction contracts
rent reviews, see Practice Note: A guide to rent review for property lawyers—When is time of the essence?

Consequence of a time of the essence clause

Where a contract stipulates that ‘time is of the essence’ for the performance of an obligation, there is a contractual requirement for that obligation to be completed within the specified timescale...

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Web page updated on 22/05/2026

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