How to Define 'On or About' in Your Legal Documents

Legal language is notoriously precise—except when it isn’t. One of the most ambiguous yet frequently used phrases in contracts, pleadings, and regulatory filings is "on or about." While it may seem innocuous, this term can create significant uncertainty in enforcement, compliance, and dispute resolution. In today’s fast-paced legal landscape, where global supply chains, cryptocurrency transactions, and AI-driven contracts demand exactitude, poorly defined terms like "on or about" can lead to costly litigation or regulatory penalties.

Why "On or About" Matters More Than Ever

The Rise of Time-Sensitive Global Transactions

In an era of just-in-time manufacturing, cross-border trade, and decentralized finance (DeFi), timing is everything. A shipment delayed by two days due to a "on or about" delivery clause could trigger contractual penalties. A cryptocurrency transaction executed "on or about" a specified date might miss a critical regulatory window, exposing parties to sanctions.

Courts have historically interpreted "on or about" flexibly—often allowing a few days’ leeway—but modern business moves faster than precedent. For example:
- Supply Chain Contracts: A "on or about" clause in a semiconductor procurement agreement could mean the difference between meeting or missing production deadlines for tech giants.
- Mergers & Acquisitions: In a billion-dollar deal, even a 24-hour discrepancy in closing dates could affect stock prices or financing terms.

Regulatory Ambiguity in Emerging Sectors

Cryptocurrency regulations, ESG (Environmental, Social, and Governance) reporting, and AI governance frameworks increasingly rely on precise timelines. Consider:
- SEC Filings: If a company discloses material information "on or about" a certain date, does that mean the day before, after, or during market hours?
- Carbon Credit Deadlines: Miss a "on or about" submission cutoff by hours, and a corporation might face greenwashing accusations.

How Courts Interpret "On or About"

Historical Precedents

U.S. courts typically treat "on or about" as a buffer period, often allowing a 3–5 day variance unless context dictates otherwise. Key cases include:
- United States v. Leibowitz (2nd Cir. 1963): Held that "on or about" does not require exact precision unless the date is material to the offense.
- State v. Rivera (N.J. 2009): Ruled that a "on or about" accusation in an indictment was sufficient even if the exact date was unproven.

However, these rulings predate today’s hyper-technical legal demands.

The Problem with Vagueness

• Contractual Disputes: Parties may argue whether "on or about" permits a 1-day or 30-day window.
• Criminal Law: In extradition or statute-of-limitations cases, a "on or about" allegation could be challenged as unconstitutionally vague.

Drafting "On or About" with Precision

Best Practices for Clarity

To avoid ambiguity, consider these drafting techniques:

1. Define the Term Explicitly

Example:

"For purposes of this Agreement, 'on or about' shall mean within three (3) business days before or after the specified date."

2. Use Tiered Deadlines

Example:

"Delivery shall occur (i) on the Target Date, or (ii) if not feasible, within two (2) calendar days thereafter ('Outside Window'). Failure to deliver within the Outside Window constitutes a material breach."

3. Replace with Fixed Ranges

Example:

"The Closing Date shall be no earlier than January 15, 2025, and no later than January 22, 2025."

Industry-Specific Adjustments

• Construction Contracts: Tie "on or about" to weather contingencies or permit approvals.
• IP Licensing: Link deadlines to patent-office filing receipts or publication dates.

When to Avoid "On or About" Entirely

High-Stakes Scenarios

In certain contexts, the phrase is too risky:
- IPO Timetables: SEC filings require exact dates.
- Sanctions Compliance: A "on or about" transaction date could violate blocking statutes.

Alternatives to Consider

• "No later than" (NLT): Sets a hard cutoff.
• "On or before": Permits early performance but not delays.

The Future of Temporal Precision in Legal Docs

With blockchain-based smart contracts and AI-driven clause generation, "on or about" may become obsolete. Ethereum’s timestamped transactions, for instance, eliminate date ambiguity. Until then, drafters must balance flexibility with enforceability—because in law, as in life, timing is everything.