The promise contained in an offer may not specify exactly the time at which performance is to be made and may tract as soon as the plaintiff named the quantity which he wished to take. See also Minneapolis & St. L. R. v. Rolling Mill, 119 U. S. 149, 30 L. Ed. 376; Emerson v. Stevens Grocer Co., 95 Ark. 421, 130 S. W. 541, 105 Ark. 575,151S. W. 1003; Parks v. Griffith & Boyd Co., 117 Md. 494, S3 Atl. 559; Chicago & Gt. Eastern Ry. Co. v. Dane, 43 N. Y. 240; Cochrane v. Mining Co., 16 Col. 415, 26 Pac. 780; Seymour v. Armstrong, 62 Kara. 720, 64 Pac. 612; Storm v. Rosenthal, 156 N. Y. App. Div. 544,141 N. Y. Supp. 339; College Mill Co.v. Fidler (Term.), 58 S. W. 382; Harty v. Gooderham, 31 U. C. Q. B. 18.
Compare Miller p. Sharp, 62 Ind. App.11,100 N..E. 108, where an offer was made for certain old com at a fixed price, and for certain new com at a fixed price. Under the circumstances of the case it was held that the offer contemplated an acceptance for both lots of corn, and that an acceptance for the new com only did not create a contract.
99a See infra, Sec. 619. Solter v. Leedom & Worrell Co., 252 Fed. 133, 134, 164 CCA. 245; Faucettr.v Northern Clay Co., 84 Wash. 382, 146 Pac. 857.
1 In Monnett v. Monnett, 46 Ohio St. 30, 34, the court said: "If possible with such helps, they should be given such construction as will uphold the contract, and give effect to the intention of the parties, rather than one which renders them void for uncertainty; and to avoid the latter alternative, the words will be taken most strongly against the person employing them, especially where he is the only party subscribing the contract. The words of obligation in a contract,' are interpreted most strongly against the obligor, for it is presumed that he used those most favorable to his interests; and all doubtful terms or ambiguous words are to be construed against him. He who speaks, should speak plainly, or the other party may explain to his own advantage.' State v. Worthington, 7 Ohio, pt. 1, p. 171." See also-Howard v. East Tenn,, etc., not contemplate exact definition by the acceptor, and thus the ultimate agreement may be as indefinite as the offer. In such a case it is necessary first to construe the promise in the light of all surrounding circumstances, and with reference to its subject-matter, in order to ascertain the intention of the parties. It may be that so construed the promise means perpetual performance; but it may mean performance is to begin in a reasonable time or to be continued for a reasonable time; or it may mean that the time was simply left indefinite with the expectation that the parties might continue performance as long as they pleased or that they would subsequently settle that term of the promise. It is only in this last class of cases that the question of indefiniteness can arise. It is not often that a promise will properly be construed as calling for perpetual performance. Only in such negative promises as to forbear suit 2 or not to carry on a business or occupation 3 is so broad a construction likely to be permissible. More commonly the true construction will mean some period short of infinity; and partly in order to carry out supposed actual intention of the parties and partly, doubtless, in order to prevent an offer or agreement from being ineffectual because too indefinite, courts will, where the contract contemplates a single act or exchange of acts unless the circumstances show a contrary intention, construe a promise which does not in terms state the time of performance as intending performance in a reasonable time. So far as this question of construction is concerned, it is immaterial whether the promise in question is in an offer or in a completed contract. Thus in an agreement of sale where no time is fixed for delivery, a reasonable time is intended.4 If the goods at the time of the bargain are in a deliverable state, a reasonable time for delivery would be a very short time.5 So where a buyer is under a duty to take possession of goods, and no time has been fixed, he must do so within a reasonable time.6 Where work is to be done and the promise fixes no time for its completion, a reasonable time is intended,7 and if the time of payment is not fixed, that also must be made in a reasonable time.8 Money loaned under a contract must be repaid in a reasonable time if no time is fixed.9 An agreement to repurchase stock sold is subject to the same rule.10 Where the agreement contemplates a continuing performance, the matter is not so clear; but a promise to forbear suit is interpreted, in the absence of circumstances showing that perpetual forbearance, or forbearance for some other time was intended as calling for forbearance for a reasonable time.11 In many cases, however, a promise which contemplates continuing performance for an indefinite time has been construed as stipulating only for performance terminable at the will of either party.12 Thus an agreement to lease, with-
R. Co., 91 Ala. 268, 8 So. 868; Ryan v. Hamilton, 206 111. 191, 68 N. E. 781; American Lithograph Co. v. Commercial Casualty Ins. Co., 81 N. J. L. 271, 80 All. 25. See further, infra, Sec.621.
2 See infra, 5 136.
3 Thus in Hauser v. Harding, 126 N. C. 296, 36 3. E. 686, a promise not to compete as a physician was held to mean never to compete. See also infra, Sec.1638.
4 Jones & Laughlin Steel Co. v. Abner Doble Co., 162 Cal. 497, 123 Vac. 290; Western Securities Co. v. Atlee, 168 ls. 650, 151 N. W. 66; Kidder v. Flanders, 73 N. H. 345, 61 Atl. 675; Gruen v. Ohl, 81 N. J. L. 626, 80 Atl. 547; Cameron Coal Co. v. Universal Metal Co., 26 Okl. 615, 110 Pan.
720; Standard Elevator Co. v. Wilson, 218 Pa. 380, 67 Atl. 463.
5 Ellis v. Thompson, 3 M. & W. 446; American Extract Co. v. Ryan, 104 Ah. 287, 60 So. 807; Bearden Mercantile Co. v. Madison Oil Co., 128 Ga. 695,18 S. E. 200; Stange v. Wilson, 17 Mich. 342; Bolton v. Riddle, 35 Mich. 13; Pope v. Tone Haute Car & Mfg. Co., 107 N. Y. 61,13 N. E. 592; Dennis v. Stoughton, 55 Vt. 371; Boyd v. Gunnison & Co., 14 W. Va. 1; Greenbrier Lumber Co. v. Ward, 38 W. Va. 573, 15 S E. 89.
6Blydenburgh v. Welsh, Bald. 331, 3 Fed. Cas. 1,583; Bolton v. Riddle, 35 Mich. 13; Mowry v. Kirk A Cheever, 19 Oh. St. 375; Simmons v. Green, 36 Oh. St. 104; Zuck v. McClure, 98 Pa. St 541; Cameron v. Wells, 30 Vt 633.
7'Manhattan Co. v. Boymann, 137 N. T. Supp. 883; Browne v. Jno. P. Sharkey Co., 58 Or. 480,115 Pac 156.
8 Stanton p. Dennis, 84 Wash. 86, 116 Pac 650.
9 First Nat. Bank v. Eichmeier, 163 ls. 154,133 N.W. 454.
10 Spaeth v. Ocean Park, etc., Co., 16 Cal. App. 329, 116 Pac. 980.
11 Oldershaw v. King, 2 H. 4 N. 517; Moore v. McKenney, 83 Me. 80, 21 Atl. 749, 23 Am. St. Rep. 753; Haskell v. Tukesbury, 92 Me. 561, 43 Atl. 500, 69 Am. St. Rep. 529; Howe v. Tsggart, 133 Mass. 284; Calkins v. Chandler, 36 Mich. 320, 24 Am. Rep. 493; Glasscock p. Glasscock, 66 Mo. 627;Hockenburg v. Meyers, 34 N.J. L. 348; Strong v. Sheffield, 144 N. Y. 392, 39 N. E. 330; Traders Nat. Bank v. Parker, 130 N. Y. 415, 29 N. E. 1094; Elting v. Vanderlyn, 4 Johns. 237; Citizens Bank v. Babbitt, 71 Vt. 182, 44 Atl. 71; Cp. Ward v. Wick, 17 Oh. St. 159. Other illustrations of the rule that where no time is fixed for the performance of a promise, a reasonable time is intended, may be found in McFadden v. Henderson, 128 Ala. 221, 26 So. 840; Wills v. Ross, 77 Ind. 1, 40 Am. Rep. 279; Leis v. Sinclair, 57 Kans. 748, 74 Pac. 261; Hunt v. Livermore, 5 Pick. 395, 397; Phelps v. Sheldon, 13 Pick. 50, 23 Am. Dec. 859.
12 In Joliet Bottling Co. v. Joliet out limitation of time, imposes no obligation.13 Though such agreements while wholly executory create no obligation. If either party performs, he will be entitled to compensation according to the terms of the agreement.14 Cases may also arise where the parties have so far attempted to define the time of performance as to preclude the court from applying its own standard, and yet have not made such exact definition as to enable the agreement to be enforced.15 Nevertheless not infrequently promises requiring continuing performance (other than contracts of service) have been construed as requiring performance for a reasonable time, or until terminated by a reasonable notice. All the circumstances of each case must be considered in reaching a conclusion. Especially if consideration for such a promise is partly executed a court will be reluctant to hold that the promise is determinable at the promisor's pleasure.16