Do weekends count in a due diligence period when buying a business?

A number of days written into a letter of intent or purchase agreement is a term of that document. Whether Saturdays, Sundays and holidays are counted is answered by that document first. Read how it counts days before you plan around a date.

What the agreement decides

If the agreement defines “business day”, check which days it excludes and whether the diligence period is counted in calendar days or in business days. Check which day the count starts on and what time of day it ends. BDC notes a letter of intent is not intended to be fully binding unless otherwise expressly stipulated, so check whether the diligence date sits in a binding part. If the wording is unclear, ask your lawyer.

What the statutes say about counting days

The federal Interpretation Act applies, unless a contrary intention appears, to every enactment (an Act or regulation or any portion of one). Section 26 says that where the time limited for doing a thing expires or falls on a holiday, the thing may be done on the next day that is not a holiday. Section 27 sets out how days are counted between two events. In section 35, “holiday” means any of a list of days that includes Sunday, Good Friday, Christmas Day and Canada Day, plus, in a province, days appointed by proclamation of its lieutenant governor and non-juridical days under a provincial Act, and, in a municipality, civic holidays appointed by its council. Ontario’s Legislation Act, 2006 s.89(1) likewise extends time limits that would otherwise expire on a holiday to the next day that is not a holiday; s.87 applies its definitions, including “holiday” (described in s.88), “in every Act and regulation”, subject to s.47 (unless a contrary intention appears or the result would be inconsistent with the context). Nothing read in them says they apply to a private agreement.

If the deadline lands on a Saturday

Do not assume it moves to Monday. The federal definition of “holiday” read for this page names Sunday and does not name Saturday, and your agreement may provide its own rule, such as a next-business-day clause. Ask your lawyer to confirm the last day and the cut-off time in writing.

If you will need more time, see can the due diligence period be extended, and for what drives the length of a review, see how long does due diligence take.