ContractsProf Blog

Editor: Jeremy Telman
Oklahoma City University
School of Law

Friday, May 5, 2023

. . . And Forty Pages Later, We Know What "From" Means in Texas

MadisonAs a graduate student, I learned that, because of imperfections in the human mind and in language, we usually fail to express any one true meaning in words.  As litigators trying to win for my client on a motion to dismiss, my colleagues and I often tried to persuade courts that contractual language had only one true meaning.  We often succeeded.  In my work on constitutional law, I reverted to my graduate-student approach to language, with a helping hand from James Madison (right):

Besides the obscurity arising from the complexity of objects, and the imperfection of the human faculties, the medium through which the conceptions of men are conveyed to each other adds a fresh embarrassment. The use of words is to express ideas. Perspicuity, therefore, requires not only that the ideas should be distinctly formed, but that they should be expressed by words distinctly and exclusively appropriate to them. But no language is so copious as to supply words and phrases for every complex idea, or so correct as not to include many equivocally denoting different ideas. Hence it must happen that however accurately objects may be discriminated in themselves, and however accurately the discrimination may be considered, the definition of them may be rendered inaccurate by the inaccuracy of the terms in which it is delivered. And this unavoidable inaccuracy must be greater or less, according to the complexity and novelty of the objects defined. When the Almighty himself condescends to address mankind in their own language, his meaning, luminous as it must be, is rendered dim and doubtful by the cloudy medium through which it is communicated.

I would belatedly attach as Exhibit A to Federalist #37 a recent 40-page opinion.  In Apache Corporation v. Apollo Exploration, LLC, the Supreme Court of Texas ably rendered the word "from" intelligible.  It began by recalling the common law rule that, in a contractual context, if the parties say that that are bound for one year, beginning from June 30th, they are bound until June 30th the following year, not until June 29th.  Because of the complex factual context, however, it does indeed take forty page to establish that, in this context, in this jurisdiction, unless altered by the parties, the common-law meaning of "from" is fixed, or at least, as Madison put it farther up the same paragraph, "liquidated."

Well, maybe it doesn't take quite 40 pages to work out what "from" means.  The facts of the case are pretty complicated.  But there is a part of the opinion that will definitely have you humming "What a difference a day makes."  In this case, because of wildly fluctuating prices and land values, "according to Apache, approximately $180 million of potential damages rides on the answer to whether the North Block portion of the lease expired on New Year’s Eve or New Year’s Day." 

Because the lease's primary term end date was January 1, 2010, after various extensions, under the common law rule, the lease at issue would terminate on January 1, 2016.  The parties could have departed from the common law rule; however, the lease in question manifested no intention to do so.

Thanks to members of the AALS Contracts Listserv, from which I learned that New York addressed this in a statute, NY General Construction Law § 20. 

A number of days specified as a period from a certain day within which or after or before which an act is authorized or required to be done means such number of calendar days exclusive of the calendar day from which the reckoning is made.  If such period is a period of two days, Saturday, Sunday or a public holiday must be excluded from the reckoning if it is an intervening day between the day from which the reckoning is made and the last day of the period.  In computing any specified period of time from a specified event, the day upon which the event happens is deemed the day from which the reckoning is made.  The day from which any specified period of time is reckoned shall be excluded in making the reckoning.

New York's Court of Appeals then made clear that the rule in § 20 applies in contractual as well as statutory contexts.  Messina v. Lufthansa German Airlines, 390 N.E.2d 758 (N.Y. 1979).

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