Share this article!

A commercial purchase and sale contract required the seller to obtain estoppel certificates from building tenants and deliver them to the buyer “two business days” before the Closing Date for the deal. The Closing Date was Friday. So when exactly did the seller have to deliver the estoppel certificates to the buyer?

The buyer interpreted the contract to mean the buyer had the right to two full business days to review the estoppels and, if they were satisfactory, proceed to closing. To give the buyer that time, the seller would need to deliver the estoppel certificates by 9 a.m. on Wednesday. The  buyer would then have all of Wednesday and Thursday – two business days – to consider the certificates before Friday’s Closing Date.

The seller disagreed, of course. If the Closing Date was Friday, it argued, then the first business day before the Closing Date was Thursday. And the second business day before the Closing Date was Wednesday. The seller thought it could deliver the estoppel certificates any time on Wednesday – the day two business days before the Closing Date – even at the very end of the day, and even though this would give the buyer only one business day to review the certificates and prepare for closing.