How do I properly compute the expiration of the Due Diligence Period?
QUESTION: I am involved in a dual agency transaction where the buyer and seller disagree on the date the Due Diligence Period will expire. In paragraph 1(f) of the Offer to Purchase and Contract (Form 2-T), the parties checked the second checkbox and agreed that the Due Diligence Period starts on the Effective Date of the Contract, and ends 14 days after the Effective Date at 5:00 p.m. Does the Effective Date count as Day 1 of the 14 days? Does the word “days” include only business or banking days?
ANSWER: Hopefully, you can solve this by pointing the buyer and seller to paragraphs 1(f) and 22 of Form 2-T. Paragraph 22 says:
22. COMPUTATION OF DAYS/TIME OF DAY: Unless otherwise provided, for purposes of this Contract, the term “days” shall mean consecutive calendar days, including Saturdays, Sundays, and holidays, whether federal, state, local or religious. For the purposes of calculating days, the count of “days” shall begin on the day following the day upon which any act or notice as provided in this Contract was required to be performed or made. Any reference to a date or time of day shall refer to the date and/or time of day in the State of North Carolina. A “banking day” in this Contract is every Monday through Friday and excludes Saturdays, Sundays, and holidays observed by the Board of Governors of the Federal Reserve.
The first sentence of paragraph 22 clarifies that the term “days” means all calendar days and includes weekends and holidays. Paragraph 1(f) states that the parties should count “days” and not “banking days,” which means that when you count days for the Due Diligence Period, you will count every day regardless of whether it is a banking day, holiday, or weekend. “Business day” is not defined in Form 2-T.
The second sentence of paragraph 22 states that the counting should begin the day after the act or notice provided in the contract. In your case, the relevant “act” is the signing and communication required to make the contract effective as set forth in paragraph 1(j). This means that once the last party has communicated signing the contract to the other party, and the Effective Date is established, then day 1 of the counting begins the next day. This method of establishing the first day of counting is also repeated in paragraph 1(j), because the checkbox states that the Due Diligence Period ends 14 days after the Effective Date.
In your case, let’s assume the Effective Date is July 1. The counting would begin on July 2, and the Due Diligence Period would end 14 days later at 5 p.m. on July 15. If the buyer and seller cannot agree on this deadline, or if they have a dispute about the Effective Date, then there might not be much you can do as a dual agent to solve it. Each party has a right to argue what they wish. Just be sure to recommend in writing that the buyer and seller both seek legal counsel, and talk to your broker-in-charge about whether it will be necessary to terminate agency.
Release Date: 7/23/2026
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