Cerno.org Newsletter – “Close of Business”: Not so obvious as you might think

In the recent case of Re. Elektron Holdings Limited (In Receivership), McCann v Halpin the Supreme Court of England and Wales considered the meaning of the stock phrase “Close of Business”.

The phrase “Close of Business” is a stock expression often used in business documents, with the assumption that it has an established meaning.

In the context of the noted case, which involved a banking institution,┬áthe Court, in upholding the decision of the lower court, that “close of business” should be interpreted as meaning the end of the banking business day ; the time at which banks have traditionally and normally closed their doors to customers.

The ordinary meaning of stock phrases are, however, dependent upon context. The phrase “close of business” is not a term of art; it is a flexible expression commonly used to describe the time at which a business might reasonably be expected to close its doors to its clients, or to the public.┬áThe meaning can change over time as business and social patterns change. Almost certainly the meanings will depend upon location also.

The lesson to be taken from this is it is wise to avoid the risk of ambiguity by avoiding stock phrases and by including definitions and explanation to put beyond doubt matters which may become controversial.