How many of you remember that great “rock-n-roll” song made famous by Wilson Pickett? It’s a real memory-evoking melody.
Exactly what is the midnight hour? Most of us, as teens, just knew that this was the time when all “good stuff” started happening in our love lives or possibly in supernatural, scary settings (that included vampires, mummies and the like). There was no doubt among members of that 60’s generation as to the meaning of “the midnight hour.”
However, in a business scenario, is that a proper term when dealing with “effective” dates and times of contracts involving mergers, sales of businesses, combinations and so forth, and other important documents? Do all parties have a firm understanding as to when the midnight hour occurs and its significance if that term is used on a document? Knowing exactly how the term “midnight” affects effective filing and/or existence of documents can be crucial.
Most resources on this matter agree that “midnight” is an ambiguous term that refers to separation of one day from another. There is no clear-cut way to determine how the term separates the previous day from the new day. So if a contract says that a corporation is to be dissolved at midnight on December 31, does that mean 11:59 PM on December 31 or 12:01 AM on January 1?
With contracts, perhaps a more clear-cut way to set out the intended meaning of an “effective date and time” on a document is to use the following language: “Effective at 11:59 p.m. December 31, 2016” if the intention is to terminate an existence in 2016, and “Effective 12:01 a.m. January 1, 2017” if the intention of the parties is to begin a new existence in 2017 with no interruption in time.
Most other experts on this matter agree that a “time of day” is a boundary between the period of time that comes before and the period of time that comes after. So if a contract or other legal document states that a deadline is midnight, October 31, that deadline will pass at the expiration of the last second of the twenty-third hour of the day (11:59:59) October 31 or the first second after 12:00 a.m. (12:01:01) the next day. Therefore, to avoid ambiguity, it is suggested that either 11:59 p.m. of October 31, for example, or 12:01 a.m. of November 1 be used as effective dates and times.
Darlene Lundy, Certified Paralegal
Disclaimer: This blog is for information purposes only. Legal advice is provided only through a formal, written attorney/client agreement.