Reasonable Time

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.