"Time Is of the Essence" in NJ Real Estate Contracts: What It Means
The short answer: "Time is of the essence" means a deadline is an essential term, so missing it can cost a party its rights under the contract. In New Jersey, a closing date in a contract is often treated as "formal rather than essential," a target rather than a hard stop, unless the contract clearly makes time of the essence. If it doesn't, either party can later make time of the essence by giving reasonable notice of a reasonable date (Marioni v. 94 Broadway, Inc., 374 N.J. Super. 588 (App. Div. 2005)).
You'll hear the phrase most when a closing is running late and someone's attorney sends a letter. Here's what the courts look at, using a published New Jersey appellate decision that collects the main rules. For other contract terms, see our NJ real estate glossary.
This is general information, not legal advice. Buyers and sellers should ask their own NJ attorney about any specific contract or notice.
What does "time is of the essence" actually mean?
Most contracts list dates: a mortgage commitment deadline, an inspection period, a closing date. The question is what happens if a date passes. Usually, a short delay doesn't end the deal; the parties are expected to close within a reasonable time.
When time is of the essence, the date is strict. In the court's words, "prompt performance is essential," and a court of equity will strictly enforce the closing date (Marioni, quoting Paradiso v. Mazejy, 3 N.J. 110 (1949), and citing Stamato v. Agamie, 24 N.J. 309 (1957)). A party who isn't ready can lose the right to force the sale through.
Is the closing date in a NJ contract binding?
It depends on the wording. The first question a court asks is whether the contract itself made time of the essence (Marioni). A bare closing date, without that clear understanding, is often treated as formal. That's why agents hear clients ask, "the contract said the 15th, so why didn't we close?"
As a new agent, don't guess which kind of date a contract has. The contract language and the parties' attorneys answer that. During attorney review, the attorneys can propose changes, including to dates and time-of-the-essence language.
How can a party make time of the essence later?
If the contract didn't make time of the essence, either party can do it afterward, but the court in Marioni set two conditions (Marioni):
- Reasonable notice of the new closing date.
- A reasonable date, one that bears "a reasonable relation to the time already elapsed."
The court also described what a typical valid notice includes: the words "time of the essence," an unequivocal closing date, and a time and place for closing. The seller's letter in Marioni named a date but no time or place, which the court said made its reasonableness "arguably doubtful."
Courts weigh the date against how long the deal has already taken and whether the party sending the notice would be harmed by more delay. In Marioni, about two years had passed while the seller removed a tenant, through no fault of the buyer. The court seriously doubted that the seller could then demand a closing on short notice.
How strict is a time-of-the-essence closing?
Very. Once a valid notice names a specific time, performance at that time is required, and "even a minor delay" can forfeit a party's rights. Marioni cites two NJ cases (Marioni):
| Case | What happened |
|---|---|
| Doctorman v. Schroeder, 92 N.J. Eq. 676 (E. & A. 1921) | A 30-minute delay was fatal |
| Gorrie v. Winters, 214 N.J. Super. 103 (App. Div. 1986) | A 45-minute delay was fatal |
| Elm Land Co. v. Glasser, 69 N.J. Super. 290 (App. Div. 1961) | The notice gave a date but no hour; performing at 5:50 p.m. that day was held reasonable |
The practical lesson for agents: when a time-of-the-essence date is set, treat it like a flight departure. Confirm the time, place, funds and documents well ahead.
Can a time-of-the-essence date be waived?
Yes. A party who acts inconsistently with holding the other side to the deadline can waive it. In Marioni, after the seller's deadline passed, both attorneys agreed to an escrow for cleanup and a new closing date. The court held that the seller had waived any right based on the missed date, and the time to perform was treated as extended for a reasonable period (Marioni).
The party declaring time of the essence also has to be ready to perform its own side. The Marioni seller refused to deliver the property "broom clean" as the contract required, so it couldn't use the buyer's absence to end the contract. (The court also noted that "as is" described the building's structural condition and didn't cancel the "broom clean" promise.)
Why do NJ closing dates slip in the first place?
Common reasons include a late mortgage commitment, title issues, repair negotiations or a tenant who hasn't moved out. Federal lending rules also build in timing. For most mortgage loans, the buyer must receive the Closing Disclosure no later than three business days before consummation (12 CFR 1026.19(f)(1)(ii)), so a late change can push the date. Our closing cost vocabulary guide explains the documents.
What should agents do when a deadline is at risk?
- Track every date from the moment the contract is final, not just closing.
- Tell your broker early when a date looks shaky.
- Point clients to their attorneys for anything about notices, extensions or whether a date is strict. Don't draft or interpret time-of-the-essence language yourself.
- Watch the deposit. Who gets it if a deal fails depends on the contract and the facts; see earnest money deposits in NJ.
Contract timing is part of the contracts section of the NJ exam, and it starts in your pre-licensing course. Business Elementary's 75-hour course covers contracts alongside the rest of NJ practice.
Sources
- Marioni v. 94 Broadway, Inc., 374 N.J. Super. 588 (App. Div. 2005) (approved for publication; via Justia): https://law.justia.com/cases/new-jersey/appellate-division-published/2005/a6129-02-opn.html
- 12 CFR 1026.19(f) (TILA-RESPA Closing Disclosure timing; eCFR): https://www.ecfr.gov/current/title-12/chapter-X/part-1026/subpart-C/section-1026.19
Last reviewed: October 31, 2026
Frequently Asked Questions
Does a NJ contract have to use the exact words "time is of the essence"?
The court in Marioni asked whether the contract gave "a clear understanding" that time is of the essence. It described the phrase itself as typical of a valid later notice (Marioni). Whether other wording is enough is a question for an attorney.
How much notice is "reasonable" for a time-of-the-essence closing?
There's no fixed number of days in the cases discussed here. Courts weigh the notice against how much time has passed since the contract and any harm from more delay (Marioni).
Can arriving late to a time-of-the-essence closing really end the deal?
It can. NJ courts have treated delays of 30 and 45 minutes as fatal when a valid notice set a specific time (Marioni, citing Doctorman and Gorrie).
What if the seller sets a deadline but isn't ready to deliver what the contract promised?
In Marioni, the seller couldn't rely on the buyer's missed date because it refused to fully perform its own obligations (Marioni).