Binding Agreement Date Question

Dear Peter,
I have a binding contract date of 3/19 at 5pm. If I have a 10-day due diligence period, is the day that I received the contract considered day one?

I need to know,
Bamboozled by Binding Dates



Dear Bamboozled,
Think of it this way:

You begin counting with the day of binding agreement (day zero). If binding agreement is 3/19, then 3/20 at midnight ends day 1 of the due diligence period. In this case, your due diligence will end at midnight on 3/29.

An issue that you did not mention is how the binding agreement date determined.

NOTE: with regard to GAR forms, the binding agreement date is defined within the agreement. The response below is based upon that definition.

When an offeror makes an offer (or counter-offer), and the offeree finally accepts that offer, the offeree signs and return the now contract to the offeror. The binding agreement date is the date that the offeror receives the signed offer (now a contract) back. If you are the offeror and the offeree signs the offer (making a contract) and also fills-in the binding agreement date, then that offeree has made a mistake. Only the offeror can make the binding date.

I mention this because based on your question, I cannot tell if you were the offeror or the offeree. If you were the offeree, and have received back notification of the binding agreement date, then the binding agreement date is the date on the contract. If you were the offeror, then the binding agreement date is the date that you received the signed contract, regardless of what was filled in the blanks on the contract. If this is the case, and you wish to make it an issue, then you need to get a GAR form called "Binding Agreement Notification", fill it out, and add the line, "Binding Agreement Date on the Purchase and Sale Agreement was scribed incorrectly, and this notification acts to notify all parties to actual Binding Agreement Date".

Some perspective:
The purpose of the binding agreement date is to simply calculate dates within the agreement.
Example: If you make an offer on the first day of the month, with a due diligence period ended on the 14th of the month, but the buyer and seller do not come to agreement until the 12th of the month, then the buyer only has two days of due diligence time remaining.