This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
If the contract does not fix a time for performance and the obligation is something other than the payment of money which is due and owing when the contract is entered into, the presumption is that a reasonable time for performance is intended.1 This rule is said by some authorities to be applicable to all contracts except to demands for the payment of money.2 In some of the cases in which this question is decided, the contract was one of which time was not of the essence,3 and accordingly even if the contract had specified a time for performance, a performance after such time, but within a reasonable time, could not have been treated as a breach.4 If performance is made within such reasonable time, no default exists; nor can default exist until a reasonable time has elapsed.5 Refusal to perform for such time in the future as is not reasonable prevents the objection that the time within which performance was requested was not reasonable.6 On the other hand, failure to perform within a reasonable time constitutes a breach.7 Performance of such a contract after a reasonable time is unavailing if the adversary party has not consented to an extension of time.8 The principle that a reasonable time is implied if no time is fixed applies to contracts for the sale of land,9 or of personalty;10 as a contract to assign a patent;11 to building contracts;12 or to contracts for work and labor,13 such as contracts for repairing machinery;14 or to contracts for installing a machine,15 such as an automatic sprinkler to prevent fire;16 or to contracts for hauling logs,17 or driving logs;18 or for mining all the coal in certain territory;19 or procuring a loan;20 or effecting a sale of real estate;21 or purchasing property as agent on behalf of a principal;22 or to furnish a vessel and deliver lumber;23 or to give notice of the quantity of goods which a carrier was willing to transport;24 or to cut and remove timber;25 or to forbear a legal right,26 as enforcing a lien.27 A contract by which an agent agrees that services or property furnished to his principal may be charged to him "for the present," implies an indefinite and reasonable time, provided notice is not given to terminate such liability.28 So an option, the time for the exercise of which is not fixed, must be exercised in a reasonable time.29 So a contract to repurchase stock at the end of a given time, if the vendee holds it then and wishes to sell it, has been held to give the vendee a reasonable time after the end of such period to make his election.30 The purchaser of realty has ordinarily a reasonable time to examine the abstract of title before paying the purchase price.31 80 a contract to furnish capital as needed gives a reasonable time after notice that it is needed to furnish it.32 So a contract to submit a cause to the judge at the next term of court, a jury to be waived and no appeal or error to be taken, requires that the complaint should be filed in time to allow a reasonable time to file an answer.33 A contract which provides for a test after delivery of the article sold, and before final acceptance, gives a reasonable time for making such test.34 A contract by which the purchaser of goods which are to be manufactured is to give an adequate guaranty, requires him to give it in a reasonable time,35 and under the circumstances of the case this is such a time before, the time fixed for performance by the manufacturer, that the manufacturer will be able to perform the contract after the guaranty is furnished.36 A contract by which a pawnbroker agrees that a pledge may be redeemed at a specified price within a certain time and at a greater price after such time, gives a reasonable time after the expiration of such period for redeeming the pledge at the higher rate.37
42 Nicola Bros, v. Hurst (Ky.), 28 Ky. Law Rep. 87, 88 S. W. 1081.
43 In re Mcintosh's Estate (Ia.), 159 X. W. 223.
44In re Mcintosh's Estate (Ia.), 150 X. W. 223.
1 United States. In re Hellams, 223 Fed. 460; Burpee v. Guggenheim, 226 Fed. 214; Guastavino Co. v. United States, 50 Ct. Cl. 115.
Alabama. Comer v. Way, 107 Ala. 300, 54 Am. St. Rep. 03, 19 So. 066; Griffin v. Ogletree, 114 Ala. 343, 21 So. 488; McFadden v. Henderson, 128 Ala. 221, 29 So. 640; Elliott v. Howison, 146 Ala. 568, 40 So. 1018; Equitable Manufacturing Co. v. Howard, 148 Ala. 664 (memorandum opinion), 41 So. 628; Pratt Consolidated Coal Co. v. Short, 101 Ala. 378, 68 So. 63.
California. Brookings Lumber & Box Co. v. Manufacturers' Automatic Sprinkler Co., 173 Cal. 679, 161 Pac. 266.
Connecticut. Saraceno v. Carrano, 02 Conn. 563, 103 Atl. 631.
Georgia. Bryant v. Atlantic Coast Line Ry., 110 Ga. 607, 46 S. E. 820; Bearden Mercantile Co. v. Madison Oil Co., 128 Ga. 605, 58 S. E. 200.
Illinois. McKinnie v. Lane, 230 111. 544, 120 Am. St. Rep. 338, 82 X. E. 878
Kansas. Atchison, etc., R. R. v. Bur-lingame Township, 36 Kan. 628, 50 Am. Rep. 578, 14 Pac. 271.
Kentucky. Hildreth v. Ayer & Lord Tie Co. (Ky.), 108 S. W. 255, 32 Ky. Law Rep. 1212.
Massachusetts. Howe v. Taggart, 133 Mass. 284; Lewis v. Worrell, 185 Mass. 572, 71 X. E. 73: Clark v. Gulesian, 107 Mass. 402, 84 X. E. 04.
Michigan. Calkins v. Chandler, 36 Mich. 320, 24 Am. Rep. 503.
Minnesota. Tingue v. Patch, 93 Minn. 437, 101 X. W. 702.
Mississippi. Dutton v. Shaw (Miss.), 38 So. 638.
North Carolina. Winders v. Hill, 141 X. Car. 604, 54 S. E. 440 (obiter); Holden v. Royal, 160 X. Car. 676, 86 S. E. 583.
Ohio. Van Arsdale v. Brown, 18 Ohio C. C. 52, 0 Ohio C. D. 488; Stewart v. Herron, 77 O. S. 130, 82 N. E. 056.
Pennsylvania. Ehinger v. John Bau-ley Ironworks, 248 Pa. St. 300, 03 Atl. 1074; Markley v. Godfrey, 254 Pa. St. 00, 08 Atl. 785.
Utah. Gammon v. Bunnell, 22 Utah 421. 64 Pac. 958.
Vermont. Dennis v. Stoughton, 55 Vt. 376.
Virginia. Merriman v. Cover, 104 Va. 428, 51 S. E. 817.
Washington. Andrews v. Uncle Joe Diamond Broker, 44 Wash. 668, 87 Pac. 947.