The practice of law is, at its core, the practice of precision. We traffic in words, wielding them as tools to build structures of obligation, entitlement, and protection. In this meticulous craft, few phrases are as deceptively simple, and as perilously vague, as "on or about." It is a staple of legal drafting, a seemingly harmless temporal placeholder. Yet, in an era defined by global pandemics, supply chain collapse, digital asset volatility, and climate-driven disruptions, the casual reliance on "on or about" has become a dangerous anachronism. This guide is not merely a technical examination of a drafting convention; it is an argument for a new ethos of precision, one that acknowledges the profound uncertainties of our time and seeks to govern them, rather than be governed by ambiguity.
Every lawyer, at some point, has reached for "on or about." The reasons are deeply embedded in the nature of legal practice and human affairs.
At the moment of drafting a contract, the exact date of a future event is often unknowable. A shipment may be delayed by weather; a regulatory approval might take two weeks or two months; a software update's final bug-fixing could be a matter of days. "On or about" provides a comfortable cushion, a recognition that the world is not a Swiss watch. It signals a good-faith expectation rather than a rigid, and potentially brittle, commitment. In simpler times, when delays were measured in days and communication was by post, this flexibility was not just convenient; it was pragmatic.
Legal drafting is as much about psychology as it is about logic. Insisting on a fixed date for a contingent event can be seen as aggressive, distrustful, or pedantic. Offering the leeway of "on or about" can feel like a concession, a gesture of partnership that helps to close the deal. It allows parties to paper over a point of uncertainty and move on to more critical issues, preserving negotiating capital and goodwill. It is the path of least resistance, and in a billable-hour model, efficiency often trumps exhaustive precision.
The contextual safety net that once justified "on or about" has largely vanished. The globalized, digitized, and climate-stressed world of the 21st century has turned this benign ambiguity into a high-stakes liability.
The COVID-19 pandemic was the ultimate test of contractual force majeure clauses, and by extension, every other provision dealing with time. What did "on or about" mean when a government-mandated lockdown shut down entire industries for months? A party arguing that a six-month delay was still "about" the scheduled date would face a nearly insurmountable challenge. In a world where black swan events—global pandemics, financial meltdowns, unprecedented cyber-attacks—are becoming more frequent, relying on a vague temporal standard is a recipe for litigation. Modern contracts require specific, cascading protocols for delays: notice requirements, tiers of remedies, and clear triggers for termination or renegotiation, not a hopeful "or about."
The "just-in-time" inventory model that powered global commerce for decades has proven stunningly fragile. A ship stuck in the Suez Canal, a semiconductor shortage, or a port congestion can ripple through supply chains for a year or more. If your manufacturing agreement states that components will be delivered "on or about October 1st," and they arrive on December 15th, have your operational plans and financial projections been rendered meaningless? The answer is likely yes. Contemporary drafting must replace "on or about" with detailed, scenario-planning language. This includes defined "drop-dead dates," alternative sourcing obligations, cost-sharing mechanisms for expedited shipping, and specific metrics for what constitutes an unacceptable delay, making the consequences of missing a date clear long before it happens.
In the realm of blockchain and smart contracts, "on or about" is a nonsensical concept. Code executes based on binary conditions: true or false. An Ethereum smart contract cannot process the nuance of "about." It will either release funds upon the verification of a block timestamp or it will not. Drafting legal frameworks for decentralized finance (DeFi) or non-fungible token (NFT) projects requires a hybrid approach. The underlying code must be precise and unforgiving, while the surrounding legal agreements must provide the human-interpretable framework for disputes and unforeseen circumstances, explicitly defining the relationship between the on-chain event and the off-chain obligation, leaving no room for temporal vagueness.
Eradicating "on or about" is not about creating more rigidity; it is about creating more intelligent and resilient flexibility. The goal is to draft for reality, not for an idealized, predictable world. Here is a toolkit for doing so.
If you must use a range, define it with unmistakable clarity. Do not leave it to a judge or arbitrator to determine what "about" means in your specific context.
This approach replaces a vague standard with a concrete, agreed-upon timeframe, the breach of which has specified consequences.
For complex, long-term projects where dates are inherently fluid, shift the focus from the date itself to the process for managing delays.
This creates a contractual duty of communication and collaboration, which is far more valuable than a fixed but unrealistic date.
Recognize that not all delays are created equal. A two-day delay might be inconsequential; a two-week delay might be catastrophic. Draft accordingly.
This method quantifies the harm of delay, providing certainty and discouraging complacency without immediately resorting to termination for minor slippages.
Your timing provisions must work in concert with your force majeure clause. A modern force majeure clause should not just list events; it should outline a process: required notices, mitigation obligations, and at what point a prolonged delay becomes a right to terminate. The clause should explicitly state that mere inconvenience or minor economic hardship does not constitute a force majeure event, protecting parties from spurious claims that a delay was "about" the correct time due to some external factor.
The phrase "on or about" is a relic. It belongs to a slower, more predictable world that no longer exists. In its place, we must build a new drafting discipline—one that embraces complexity, plans for disruption, and replaces the siren song of ambiguity with the robust architecture of clarity. Our clients operate in a world of existential risks and breakneck speed; their contracts must be equipped to not only survive that world but to help them thrive within it. The next time your fingers hover over the keys to type "on or about," pause. Ask yourself: what am I really trying to achieve? Then, draft a provision that actually achieves it.
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