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In the absence of an express or fixed time established by the parties to an agreement or contract (especially one that falls under the purview of the Uniform Commercial Code [UCC]), any time which is not manifestly unreasonable under the circumstances. For example, if a contract does not fix a specific time for performance, the law will infer (and impose) a reasonable time for such performance. This is defined as that amount of time which is fairly necessary, conveniently, to do what the contract requires to be done, as soon as circumstances permit. The term "reasonable time" has other (related) applications: UCC 2-206(2) requires that acceptance of an offer be made within a "reasonable time" if no time is specified.
The reasonableness or unreasonableness of time used or taken by a party may be the subject of Judicial Review in light of the nature, purpose, and circumstances of each case. In considering whether there has been unreasonable delay in performance, a court may also consider other factors such as prior dealings between the parties, business routine or custom within the trade, and whether there were any objective manifestations of expectation expressed between the parties.
n. in contracts, common custom in the business or under the circumstances will define "reasonable time" to perform or pay. It is bad practice to draft a contract using such a vague term.
REASONABLE TIME. The English law, which in this respect, has been adopted by
us, frequently requires things to be done within a reasonable time; but what
a reasonable time is it does not define: quam longum debet esse rationabile
tempus, non definitur in lege, sed pendet ex discretione justiciariorum. Co.
Litt, 50. This indefinite requisition is the source of much litigation. A
bill of exchange, for example, must be presented within a reasonable time
Chitty, Bills, 197-202. An abandonment must be made within a reasonable time
after advice received of the loss. Marsh. Insurance, 589.
2. The commercial code of France fixes a time in both these cases, which varies in proportion to the distance. See Code de Com. L. 1, t. 8, s. 1, Sec. 10, art. 160; Id. L. 5, t. 10, s. 3, art. 373. Vide, generally, 6 East, 3; 7 East, 385; 3 B. & P. 599; Bayley on Bills, 239; 7 Taunt. 159, 397; 15 Pick. R. 92,; 3 Watts. R. 339; 10 Wend. R. 304; 13 Wend. R. 549; 1 Hall's R. 56 6 Wend. R. 369; Id. 443; 1 Leigh's N. P. 435; Co. Litt. 56 b.