‘Time at large’ means there is no date fixed for completing the building works or time period set out for completing the works, or such times and dates as agreed no longer apply
Letters of Intent often give instruction to commence saying how much and for what but give no indication of how long it is all going to take. In such circumstances time will be said to be “at large” but there may then follow an argument as to what “contract” there is. A “Contract” ideally must have price, time and scope clearly defined so when procuring works, care should be taken to define these aspects. If there is no time defined or terms relating to extensions of time, time will be “at large”.
The second instance of ‘time at large’ occurs during the works where time, and possibly the Extension of Time machinery, has all been agreed. This is more complex but instances of breakdown in the machinery are where the Contract Administrator is no longer able to, or has failed to, operate the time mechanism. It is rare for such an instance to occur. In Berhard’s Rugby Landscapes Ltd v Stockley Park Consortium (No.2) (1998) BRL the Contract Administrator breached the contract by not operating the Extension of Time. It was held that the time machinery had to be either no longer capable of being achieved, or not likely to be achieved to make time “at large”. In other words, the time machinery must be frustrated and permanently “out of action”.
This is further supported by the Wembley Stadium case Multiplex Construction (UK) Ltd v Honeywell Control Systems Ltd (No.2) (2007) EWHC 447 (TCC) where ‘time at large’ was argued by Honeywell, the Court held the time extension machinery remained operational and was operated, so time was not at large. Is there any advantage of time being ‘at large’? Once established that time is ‘at large’, the Contractor/Subcontractor will no longer be liable for Liquidated and Ascertained damages. It will be very difficult to blame the contractor/subcontractor for delays and the paying party will be open to significant time related cost claims.
Reasonable Time where Time is at Large
The contract must be performed in a reasonable time when time is at large. The word ‘reasonable’ is open to interpretation and depends on questions of fact and circumstances which will cause legal difficulties.
Effectively, the Contractor will have to demonstrate what a ‘reasonable’ time is. The Employer will still have the right to claim common law damage for delays caused by the Contractor, so the Employer will attempt to demonstrate the time taken is not “reasonable”. The burden of proof is strictly on each side to prove, more so and is more difficult than when the time machinery exists. Where time is at large the contract is open to complex disputes. It is far preferable to use a Contract Provision for Extensions of Time and agree a completion date to avoid almost inevitable difficulties. When issuing Letters of Intent or contracts, care should be taken to avoid big trouble!
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