Legal Question in Business Law in

Time during which contract is valid

How long is a contract valid for the supply of goods (the construction of a conservatory) if no time is specified in the contract


Asked on 9/16/99, 12:53 pm

1 Answer from Attorneys

Lawrence Graves Coolidge & Graves PLLC

Re: Time during which contract is valid

Two different possible interpretations of this question: you are asking (1) when does the contract end if recurring deliveries are called for but there is no fixed termination date in the contract, or (2) how long does the supplier have to deliver goods under a contract with no specified delivery date, before the supplier is deemed to have breached the contract?

(1) UCC �2-309(2) provides that a contract for successive performances, indefinite in duration, is valid for a reasonable time, although either party may terminate it at any time.

(2) UCC �2-309(1) provides that, unless otherwise specified in the contract, the time for delivery shall be a reasonable time. In this case, "reasonable time" is determined with respect to the circumstances of the contract, including such factors as the nature of goods to be delivered, the purpose for which they are to be used, the extent of the seller's knowledge of the buyer's intentions, transportation conditions, the nature of the market, etc.

[the preceding analysis was liberally quoted from White & Summers, Uniform Commercial Code]

Note: it is possible that particular provisions of your state's law may bear on this situation. You should consult a local attorney before taking any action with respect to this situation.

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Answered on 9/17/99, 8:05 am


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