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From clause to date

Film · practicum “Contract as data”

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    As text

    The same as the films: every shot and its text. You can copy the text and give it to your own assistant along with your question.

    From clause to date

    1. The parties have signed a supply contract, and from that day on they owe each other obligations: pay an advance, bring the goods, accept them, pay the rest. The deadlines for these actions are scattered through the text, and almost none is written as a ready date. The film shows how to turn the clauses of a contract into a list of what has to be done and by what date, and why some of the dates cannot be filled in ahead of time.

    2. The list is built one clause at a time. Under clause 3.1 the Buyer pays an advance of 40% of the price, that is UAH 120,000.00, within 5 banking days from the date the Contract is signed. This sentence is split into five fields: who performs, what exactly, the term, the type of days, and the trigger, the event from which the term starts to run. They are written down separately because the last three fields set the final date, and an error in any of them shifts it.

    3. The type of days decides which days count. Calendar days run in a row, Saturday and Sunday included, while working days leave out the weekend. The count starts on the day after the event, so from signing on Thursday 10.09.2026, five calendar days end on Tuesday 15.09 and five working days on Thursday 17.09. The same term gives two different dates, so the type of days is copied from the clause word for word.

    4. Clause 3.1 calls the days banking days, and the law does not define what a banking day is. The meaning of the term is set by the contract itself, and if the contract has no definition, the last day of the term becomes a matter of dispute. For this example, assume that banking days are the days from Monday to Friday. Under that assumption the count takes in September 11, 14, 15, 16 and 17, and the last day to pay the advance is Thursday 17.09.2026.

    5. The trigger, too, is taken from the text of the clause, not from marks on the paper. The scan of this contract carries an incoming stamp dated 11.09.2026: the day the copy reached the records office. Counted from the stamp, five banking days end on Friday 18.09, one day later than the real deadline. Clause 3.1 ties the count to signing, so the correct date remains 17.09.2026.

    6. The contract ties the delivery deadline to an event that had not yet happened on the day of signing. Under clause 4.1 the Supplier delivers the goods within 14 calendar days of the day the bank credits the advance to its account. The Buyer may pay on the first day of its term, on the last, or late, and nobody knows in advance which. So the date field says “awaiting event”: a date counted from the expected payment day would be a guess.

    7. The trigger date is taken from the document that confirms the event. For the advance being credited, that is the Supplier's bank statement: it shows UAH 120,000.00 arriving on Tuesday 15.09.2026. From that day 14 calendar days are counted, weekends included this time, and the last day for delivery becomes Tuesday 29.09.2026. Only now does the row get a date, and next to it goes the document the event day was taken from.

    8. Delivery in turn becomes the trigger for the next deadlines. From its day the Buyer has 5 working days to accept the goods for quality, and the 12-month warranty also runs from it. The signed delivery note starts the payment of the balance: UAH 180,000.00 within 10 banking days. The result is a chain in which each date waits for the event before it, so what is known in advance is the length of each term, not the days on the calendar.

    9. Some obligations have a trigger that may never occur at all. They are called conditional: the duty arises only once the event named in the clause has happened. Defective goods are replaced within 10 calendar days after the report, force majeure is notified within 10 calendar days, and on withdrawal from the Contract the advance is returned within 5 banking days. They go into the list without a date, and if the contract is performed without breaches, the date never appears.

    10. The analyzed clauses are gathered into one table called an obligations tracker. Each obligation takes a row, and the columns repeat the fields: clause, who, what, trigger, date and status. It is needed because a contract arranges deadlines by section, not by calendar, and the nearest date cannot be seen from the text. A date appears only in rows whose trigger has occurred: the advance by 17.09.2026 at the latest, delivery by 29.09.2026 at the latest.

    11. The tracker is reviewed after every event. Suppose the goods were in stock and were delivered as early as Wednesday 16.09.2026, and the Buyer signed the delivery note the same day. The three rows that were waiting for this get their dates: acceptance by Wednesday 23.09.2026, the balance by Wednesday 30.09.2026, the warranty until 16.09.2027. The conditional rows stay empty. Try taking one of your own contracts apart this way: five fields from each clause with a deadline, and a mark for whether the trigger has occurred.