In a business-to-business contract where a contractual long-stop date has passed but the parties wish to continue with the contract, should they document their intention to continue or enter into a new contract?

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Published by a UU��ֱ�� Commercial expert

Published on: 30 July 2019

Long-stop date

As stated in the Drafting Notes to clause: Long-stop date definition, the term long-stop date is commonly included in an agreement that is subject to conditions, with the definition setting out the date by which such conditions must be satisfied or waived. It could, however, be used to represent a date by which certain obligations in an agreement must be met or certain rights in an agreement must be exercised.

The parties should firstly consider the contractual purpose of the long-stop date and the implications of the long-stop date passing. Consider whether the long-stop date is for a Condition precedent to be fulfilled prior to the agreement properly coming into force, or if the long-stop date refers to a date by which an obligation must be performed by one of the parties under an already in force contract. The consequences of the long-stop not being met will depend

Jurisdiction(s):

United Kingdom

Key definition:

Long-stop date definition

What does Long-stop date mean?

In a SPA/APA, the date by which the conditions must be satisfied (or waived) for completion to take place, so as to impose ultimate certainty as to completion of the transaction.

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