Time at large

What “time at large” means

Time is at largewhen there is no fixed date for completion, or when the fixed date no longer applies. The Contractor’s obligation changes: instead of finishing by a set date, it must finish within a reasonable time — a question of fact on all the circumstances. And because liquidated damages depend on a fixed date, the Employer loses the right to levy them, and is left to prove ordinary general damages at common law — a far harder task.

How the date falls away

Here is the mechanism in plain terms. Normally, when the Employer causes a delay, the extension-of-time clause moves the completion date to a new, fair date — so the Contractor is still tied to a date, and liquidated damages still run from it. Time goes at large only when two things happen together: the Employer does something that delays completion — an act of prevention, such as handing over the site late or instructing a late variation — and the contract gives no way to extend the datefor that cause. The Employer is then trying to hold the Contractor to a deadline that the Employer’s own conduct made impossible, and the law will not allow it. The date can neither be kept nor be moved — so it falls away entirely. That is time at large, and it is the prevention principle at work.

The cases show it. In Peak v McKinney (1970) the delays were not covered by the extension-of-time provisions, and the employer lost its liquidated damages. In Rapid Building v Ealing (1984) the site was handed over late — squatters were on it — with no clause allowing an extension for late possession, and time went at large. Inserco v Honeywell (1996) was the same. The date can also fall away with no drafting gap at all: where the Engineer simply fails to operatea good EOT clause — not granting an extension the Contractor is genuinely due — or the Employer interferes with that process to the Contractor’s detriment.

But a working clause saves it

The counter-example is Multiplex v Honeywell(2007, the Wembley Stadium works): the time-at-large argument failed because the subcontract’s clause could extend the completion date for the revised programmes. If the contract can always move the date, time never goes at large. This is why FIDIC Sub-Clause 8.4 is drafted so broadly — and why the 2017 edition lets the Engineer grant an extension even withouta Contractor’s claim: the machinery exists precisely to keep the date, and the liquidated damages, alive. The Court of Appeal put it beyond doubt in North Midland Building v Cyden Homes (2018): the prevention principle is not an overriding rule of public policy — the parties are free to allocate the risk by their clause, and a clear clause will be given effect. It is the drafting, not some background doctrine, that controls.

Does the doctrine travel? Common law vs the Gulf

All of this is common-law doctrine — the prevention principle and “time at large” grew up in the English cases (the phrase is as old as Holme v Guppy, 1838, where a contractor the employer had prevented was “left at large”). In a codified, civil-law jurisdiction such as the UAE there is no free-standing prevention principle to reach for. But you can usually get to a similar result through the Civil Code: the duty to perform in good faith (Article 246) and the rule that a party may not exercise its rights abusively or oppressively (Article 106). An Employer that causes the delay and then presses for liquidated damages on a date it made impossible is doing exactly that.

Note what this is not. “Unjust enrichment” is a different tool: in civil-law systems it mainly bites where work has been done without a finalised contract — a quantum-meruit claim for the value of that work — rather than as a route to time at large. Reach for good faith and abuse of rights on the prevention point; keep unjust enrichment for the no-contract situation.

A new deadline can be set — but the damages are gone

Time being at large does not leave the Employer without a deadline forever. It can set a fresh one: by giving the Contractor reasonable notice to finish by a specific, realistic date, it re-fixes a firm completion date — in the old phrase, it makes time “of the essence” again (Taylor v Brown, 1839). But here is the part that catches employers out: even if the Contractor then overruns that new date, the Employer still cannot fall back on the liquidated-damages figure in the contract. Once time has gone at large, those pre-agreed damages are lost for good — the Employer can recover only the actual loss it can prove (general damages). It can re-impose a date, in other words, but not the liquidated damages that used to sit behind it.

Prevent completion with no way to extend the date, and the date sets itself free — time at large, and the liquidated damages float off with it. Keep a working extension-of-time mechanism, and the deadline stays put.