“Do X within 48 hours of receipt” usually means a person has 48 hours after getting something to accomplish X. Can it also mean that the person can do X 48 hours before receipt? For example:
“Person A must inspect the goods within 48 hours of receipt”.
If Person A wanted to get a jump start on things, for whatever reason, and inspected the goods 48 hours before receipt, does this satisfy the requirement to do it “within 48 hours”? It’s only two days, but it’s two days before, not after. Perhaps he/she goes to the factory to do it before goods are loaded on the delivery truck.
So, does “48 hours of receipt” actually allow for a 96 hour window in which to accomplish something. (Starting 48 hours before through 48 hours after receipt)?
In that context, it surely means after receipt. Isn’t the intent to give a window for the purchaser to check that the goods are in acceptable condition, including possible damage in transit?
But in another context -
You must get a COVID test within 48 hours of your scheduled flight departure time
Clearly it means the 48 hours before.
It seems to me that the phrase should be avoided where context doesn’t make the meaning clear. “Within 48 hours after / from” or “within 48 hours before / prior to” are unambiguous.
In the example given, it is by going to the factory to see the goods before they are shipped out to the customer. But it could be going to a car lot and inspecting a vehicle on the lot 48 hours before buying it. Inspecting crops while they are still in the field. When you think about it, there are a lot of situations where Person A could inspect goods before receiving them. If Person A is contracted to quality control stuff on behalf of Agency X, does Person A fulfill the contract by inspecting a day before receiving.
Why might it matter? Let’s say there is a big purchase with a lot of things to inspect. Person A could never possibly inspect everything in 2 days. BUT, he/she could accomplish it in 4. So, if Person A started two days before delivery and finished two days after, does Person A meet the standard of the contract requirement of “inspecting goods within 48 hours of receipt”.
As Riemann mentions, there can be possible damage in transit and other things caused between inspection and receipt. So, Agency X certainly would prefer Person A to do the inspection after receipt. But, Person A doesn’t have the manpower to do it. Person A argues that the contract, as written, allows them a 96 hour window to accomplish the inspection.
My opinion is that this wouldn’t hold up. I think a “common sense” interpretation of the intent of the wording is that the inspection is to ensure that the goods are in satisfactory condition when received, which you cannot possibly be sure of until after they are received.
I guess there’s a slim chance that if the contract were written by the other party, this might hold up as ambiguity favoring the party who didn’t write it. But I’m not convinced that there’s really any ambiguity there.
Thousands of dollars in product are being shipped, Receiver goes to the factory and inspects the load, ok’s it and goes on their merry way.
Next day shipment is in the receiving dock, no one inspects, paperwork is pre-signed and finished.
It is almost a week before anyone notices almost half the product was damaged/lost during shipment. Receiving company now has no recourse, no insurance to cover the damage, no complaint that will allow for replacement of lost or damaged product.
Sure you can inspect it early, then whatever happens… The Sender or shipper will happily let you cut them loose from all liability.
The question is about language interpretation. I think anyone can see where the potential problems could occur and why Agency X would prefer Person A to inspect the items after receipt, rather than before. We can all probably think of examples where “within 48 hours of X” means “after X” and other examples where “within 48 hours of X” means “before X”.
But are there any examples of when it can mean “either before or after”. Does “within 48 hours of X” ever describe a 96 hour window?
If Person A is a veterinarian and Agency X is a horse breeder, I could see where the agency would want a horse inspected before receipt. That way, the Agency knows the health of the animal before they get it. What if Person A can only inspect 3 horses a day without hiring an assistant. Agency X just got a good deal on 12 studs. Could Person A inspect 6 horses 48 hrs before receipt by Agency X and 6 more 48hrs after and claim they fulfilled the contract if it were written as “within 48 hours of receipt”?
Is that how contracts are normally handled? Ambiguity leans in favor of the person who did not write it? That is great to know. For this example, assume a third party wrote it. But that’s still great to know. Don’t you work with government contracts? If so, I’d think you are the resident expert in ambiguity!!
I am not lawyer, nor do I regularly work with contracts. But I believe it’s a general principle that when a contract is ambiguous, the benefit of the doubt goes to the party who did not draft it. But there must be genuine ambiguity for that principle to apply. You won’t just win because you nitpick a grammatical construction and claim that it is technically ambiguous.
I think it should always be avoided in a legal or scientific/engineering context. Clear, unambiguous, communication should not depend on context. You can’t count on people to consistently recognize context.
This is an meaningless solution looking for a problem.
That term is in there to protect the seller. They don’t care if the buyer actually inspects the product or not. They just don’t want the buyer coming back to them months later claiming it was delivered defective because after several months, it could be other problems such as coming from being installed incorrectly or customer abuse.
For some reason if it really must be inspected within three days, then you just hire the staff to do it.
How about this: An athlete must be tested for certain performance enhancing drugs with 48 hours of their competition. Assuming it is a drug that does you no good taking two days or less before your competition and the drug can be tested for well after you take it, then could the 48 hours mean before or after giving a 96 hour testing window?
Note: this example may seem contrived but I’m sure it could be adapted to a real-life contract situation.
I’m a little confused here, and I am a lawyer. Let me try to reinterpret it, in terms I, and other lawyers, can understand.
Your “Agency X” is what I would call the Principal, and your “Person A” is an Agent. Principal is taking delivery of the goods, but cannot personally inspect them. So he appoints Agent to inspect them. If Agent says “they’re fine,” to Principal within the 48-hour timeframe, then everything is good. Would my interpretation be correct, according to your understanding of the matter?
This would involve the common-law Law of Agency: “the agent binds the principal.” Given that, if the Principal finds later that the goods are not as represented, or they are broken or malfunctioning, then the Principal has no action against the Seller, and must pay for the goods, no matter in what condition. After all, the Principal’s Agent said that the goods were just fine; and as common-law says, the Agent binds the Principal for payment.
But now, the Principal has an action against the Agent, for misrepresenting the goods as fine, when they are not.
I may have had a little trouble parsing exactly what is meant by “Agency X” and “Person A” but interpreted into terms we lawyers use, I hope this makes sense.
Many contracts specify that the purchase is on condition of an inspection, and some contracts specify that an inspection much be passed prior to the sale. In my industry, those were termed factory inspections.
In my 20 years working in Japan in the import industry, we only rarely had that because the factories were generally in the US or Europe. Occasionally, a customer would insist on a factory inspection because the customer’s purchasing manager or whoever would want a free trip to the States (free to them personally, the cost gets passed along to the customer).
In business, the buyer and seller work things out. The buyer can’t get the inspection done within two day? Get a waiver or arrange for a delivery schedule which allows them to handle it.
Purchasing managers who can’t handle perfectly ordinary daily problems like this need to be fired. This is what sales departments and purchasing departments do, day in and day out. Working in distribution, arraigning delivery schedules, shipping and changes were what we did everyday.
If “Person A” (actually an agent, as noted by @Spoons) pulled that shit in real life, that would be the last time they ever got work. If the buyer wanted an inspection after the delivery of the products and Person A acts like a teenager caught cheating on a test with a bullshit “but you said ‘within’ two days of deliver and not after” then no one is going to hire them.
In real life, the buyer is usually driving the schedule, although sometimes it can depend on manufacturing availability. The Seller, the shipping company, the contracted inspector, etc., work around the Buyer’s schedule.
If the Buyer has contracted an inspector (“Person A”) to perform the inspection, they will have confirmed the dates. Again, a Purchasing Manager who doesn’t confirm the dates of inspection and the ability to handle the quantity would be on the unemployment role that afternoon.
The OP supposes that this is an unusual or unforeseen circumstance, but this is Purchasing 101. The Buyer contacts the Inspector (“Person A”) and confirms, there is a shipment of X qnty of Gadget Z on September 2nd and it needs to be inspected in two days. Can you handle it.
Likewise, and inspector who actually works for a living and has customers will state upfront the limitation.
One would simply never, ever try to pull a fast one on one’s customer.
Another problem is that in most cases, the seller is not in possession of the product for those two days. The product is going to be in transit unless the Seller is around the block from the Buyer.
And yet another problem: In the hypothetical, there is a contract between the buyer and the inspector (“Person A”), so there wouldn’t be a reason for the Seller to allow the inspector on the Seller’s premise.
Seller’s typically, wouldn’t allow inspections on their premise because they don’t have the set up for it. You can’t allow unauthorized personnel in secure locations. Companies doesn’t even allow their own unauthorized employees access to finished goods.
