Time at Large: Does time become at large in Civil Law systems
Dispute Resolution / Kuwait
Khaled YoussefSenior Associate,Dispute Resolution
“Time at large" is a well-known concept in construction law with very important implications affecting the construction contract parties including determination of liability for delay in completion of the project and the extent of the contractor’s liability for liquidated damages. Time at large is a legal principle that finds its roots in the common law systems. There is, however, a misunderstanding by some practitioners, specifically those with common law background practicing in the Middle East, which consists mostly of civil law jurisdictions, that the concept of Time at Large has no equivalent or similar counterpart in the civil law system. As a dual qualified practitioner, in common law and civil law jurisdictions, I find it important to clear up this misunderstanding which may not be precise. Adoption of FIDIC clauses, rooted in common law principles, in construction contracts within civil law jurisdictions may contribute to the misconception that civil law lacks adequate mechanisms to address situations such as the absence of a contractual completion period, the employer-caused delays or the invalidity of the agreed project timeline.
Time at large, as a common law principle, arises when a construction contract has no contractual time provision for completion or the contractual period for completion becomes invalid or unenforceable. This may take place for several reasons including delays caused by the employer or delays beyond the control of the contractor. When time is “at large”, the contractor’s obligation shifts to completing the works within a "reasonable time," rather than a fixed contractual deadline.
Time at large is commonly referred to as a common law principle that originates from case law. The leading authority on this doctrine can be traced back to Holme v Guppy (1838), where the court held that if an employer prevents a contractor from meeting a contractual deadline, the original time stipulation is nullified.
As such, this precedent laid down the basis that a party cannot claim breach of a time period provision in a construction contract if compliance by the other party was not possible due to the former’s actions.
Yet, the doctrine of Time at Large does not only apply in cases where a delay is caused by employer, it typically applies in cases where there is no contractual clause or mechanism for extension of time, the extension of time clause is ineffective or improperly administered, the employer’s conduct constitutes an act of prevention, or the contractor is not responsible for the delay. In such cases, the contractor is no longer bound by the contractual deadline and must complete the works within a reasonable time, assessed on a case-by-case basis.
This concept is very important in construction law considering that it releases the contractor from liability for delay and the resulting potential liquidated damages if the delay is caused by reasons not attributable to the contractor and the contract lacks provisions regulating extension of time in the event of a delay.
Time at large is commonly referred to as a common law principle that originates from case law. There is, however, a misunderstanding by some practitioners that the concept of Time at Large has no equivalent or similar counterpart in the civil law system.
There is, however, a misunderstanding by some practitioners that the concept on which the principle of Time at Large is based does not have a direct equivalent in civil law systems, and that instances where there is no agreement to the project’s period or contractual period is invalid are typically and only governed by general contract law principles found in civil codes. According to this misunderstanding, time obligations, in civil law systems, are supposedly governed only by principles of good faith and fair dealing, unforeseen circumstances (hardship), force Majeure, and Pacta Sunt Servanda.
However, such understating regarding the civil law systems may not be reflecting the full picture. While principles of good faith, hardship, and Pacta Sunt Servanda do govern time obligations in construction contracts and play big role in this regard, the common understanding that the civil law systems lack provisions addressing the event where there is no contractual time period for completion or mechanism for a time extension is not precise. In fact, civil law statutes, specifically provisions related to contracting, include provisions that has to a large extent the same implications of the Time at Large principle under the common law.
For example, Art. 666 of the Kuwaiti civil law states “The contractor shall complete the work in accordance with the conditions set forth in the contracting contract and within the agreed period, and if there are no conditions or no period is agreed, he shall undertake to complete it in accordance with the recognized principles and within the reasonable period required by the nature of the work, taking into account the custom of the craft.”.
Art. 687 of the Qatari Civil law states: “The contractor shall perform the work in accordance with the conditions set forth in the contracting contract and within the agreed period, and if there are no conditions or no period is agreed, he shall undertake to complete it in accordance with the recognized principles and within the reasonable period required by the nature of the work, taking into account the custom of workmanship”.
Despite not being provided for explicitly in the Egyptian civil law and the Civil Transactions Law of the United Arab Emirates, it is an implied term that the contractor must complete the works within the contractual timeframe and that in the event the contract does not include a timeframe for completion of the works, the contractor is required to complete the works within a reasonable time.
The prominent Egyptian civil law scholar, Abdel Razaq El Sanhouri, explains that if there is no agreement to the time period for completing the works, the contractor must complete the works within a reasonable time period. Determining what constitutes a reasonable time depends on several factors including, the nature of the works, its specific requirements, customary practice, and the craftsmanship of the contractor. El Sanhouri further explains that the contractor may not be released from his liability for delaying the works unless he proves that the reason for the delay may not be attributed to him.
In several appeals before the Egyptian supreme court, the court has further applied the concept of the Time at Large in a wider context. The court required the employer, that avails its right under the civil law to perform the works at the account of the contractor that defaults or delays performance, to perform the scope of works within a reasonable time. This is important considering its implications. Requiring the employer, that chooses to perform the works at the contractor’s account, to finish the works within a reasonable time means that the contractor shall not be liable for any potential increase in prices resulting from the employer’s delay in performing the scope of work in a reasonable time.
In appeal no. 644 of 24, The Federal Supreme Court in the UAE decided that “Pursuant to Articles 877 and 890/1 of the Civil Transactions Law - that the subcontractor is obliged to complete the work entrusted to him by the original contractor, and the work must be completed in the manner agreed upon in the subcontracting contract and with the conditions contained therein, and if there are no agreed conditions, custom must be followed, especially the principles of industry, according to the work carried out by the subcontractor, and he is also obligated to complete the work within the agreed period, if there is no agreement on a certain period, it must be completed within a reasonable period that is sufficient to compete the works considering its nature and the amount of accuracy it requires and according to the custom of the craft”.
This is in essence an application of the same concept of the Time at Large and its consequences which release the contractor from liability when there is no contractual mechanism for delay or the delay is not attributed to the contractor.
The concept of Time at Large, while rooted in common law, has parallels in civil law systems. Both legal frameworks recognize the need for contractors to complete works within a reasonable time when contractual deadlines do not exist or are invalid. While principles of Pacta Sunt Servanda, good faith, hardship, and force majeure govern time obligations and completion period in construction contracts, the concept of reasonable time does too when applicable. The principle of reasonable time is essential in cases where there is no contractual time period or mechanism for extension of time. It further protects contractors from liability for delays not attributable to them and ensuring fairness in the execution of construction contracts. Understanding the concept of reasonable time in both common law and civil law systems can help practitioners navigate construction contracts more effectively and mitigate potential disputes.
For further information,please contact Khaled Youssef.
Published in May 2025
