Time is of the Essence in Real Estate Contracts

Standard contracts of purchase and sale in BC will almost always include a clause that says “time is of the essence.”

It’s a phrase that sounds old-fashioned, but it carries serious consequences. Missing a deadline in a contract with this clause isn’t just inconvenient. It can mean you lose your deal, or are faced with a claim of breach of contract.

What Does “Time is of the Essence” Mean?

In contract law, the phrase “time is of the essence means that the deadlines in your agreement are strict. If your contract says transfer documents will be filed at the Land Title Office by 4:00 on December 25, 2025, then that’s your timeline. It’s a strict deadline even if you didn’t understand that that was Christmas Day and the Land Title Office wouldn’t be open.

If you miss these deadlines — even by a few minutes — the other party may have the right to cancel the deal and walk away.

Deadlines in Real Estate Transactions

  • 4:00 p.m. completion deadline: In BC, contracts usually require that transfer documents are submitted to the appropriate registry by 4:00 p.m. on the completion date
  • Funds timing: The actual tendering of money to the seller’s lawyer or notary happens after submission for registration, even if that happens to be later in the evening

Why it matters: Most standard contracts of purchase and sale say the Seller terminate the contract, or explore other options, such as a claim for breach of contract, if the deadlines are not honoured.

You let me slide the dates before, why not now?

The courts have said that a previous waiver of lateness by a seller does not licence the buyer to breach another deadline. In other words, just because you got away with it once doesn’t mean the seller needs to let you get away with it again.

Case Law Examples in BC

Can the Dates Be Changed?

It’s possible, but dangerous. If both parties agree to extend a completion date, that can waive the original “time is of the essence” clause. In practice, this re-opens the contract and can create uncertainty. If the parties don’t handle the extension carefully in writing, one side could later argue the contract is no longer binding.

Equitable Relief: A Possible Safety Valve

Courts in BC can sometimes step in and prevent harsh results.

If a delay is trivial and causes no harm, a judge may decide not to enforce strict adherence to the consequences of failure. This is called equitable relief. But it’s not guaranteed. Buyers and sellers shouldn’t count on the court to “save” a late deal.

Practical Takeaways for Buyers and Sellers

  • Treat the completion deadline as immovable.
  • Work with your notary or lawyer to ensure everything is ready well before 4:00 p.m. on closing day.
  • Don’t assume you can “fix it tomorrow.” By then, the other party may already have the right to cancel.

Final Thoughts

“Time is of the essence” is more than a line in your contract. It’s a warning.

Your BC Notary works to keep you organized for the deadlines in your contract. But it’s up to you to make sure you are doing all the things asked of you (such as verifying ID, arranging insurance, finishing the documentation and processes required of your lender, signing documents, etc.) on time so your BC Notary can do their part of the job,

Do you need help navigating a closing date? Contact The Notary Group. We explain your deadlines and guide you so your deal stays on track.

FAQs – Why Time is of the Essence Matters

It means the deadlines in your contract are strict. If a step isn’t completed on time, the other party might be entitled to cancel the deal or claim a breach.

In BC, contracts usually require registration by 4:00 p.m. on the completion date.

If documents aren’t registered on time, the deal may collapse — even if you were only late by a few minutes.  It's important to read the terms of your contract to determine the consequences for failing to register on time.

Yes, but changing the date can waive the “time is of the essence” clause. That means the contract may no longer be strictly enforceable, and either side could later argue it wasn’t binding. Any extension should be done carefully and in writing.

No. The key is that the documents are registered by 4:00 p.m.

The funds are often received later the same day (sometimes into the evening).

Don't forget as well, that the requirement under most contracts is for the funds to have been tendered (made available to) the seller's notary or lawyer - that doesn't necessarily mean they must be in the hands of the seller's notary or lawyer on the completion date.  Tendering and delivery are not the same thing!

Sometimes. Courts can use equitable relief (like waiver or estoppel) if enforcing the clause would be unfair. But this is rare, and clients should never rely on the court stepping in.

If the court were to excuse the missed deadline, they would have to consider the facts of the situation - are the parties sophisticated? Were they reminded of the deadline? What is their past conduct telling the court about how they viewed their obligations under this deadline?

Yes, but only by the party who benefits from it, either expressly (in writing), or through their conduct.

If your contract has a clause in it that says "time is of the essence", then you need to be taking those dates and times VERY seriously. You cannot just slide by those deadlines without significant consequences, including a claim that you have breached the contract, or having the deal fail completely.