reasonable time

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In the context of contract law, “reasonable time” is a vague, and largely disfavored, qualifier used to connote a period by which an act should be performed. What is a reasonable time is a fact-intensive inquiry, often a question for the jury to decide. A 2012 Texas Court of Appeals opinion, DaimlerChrysler Motors Co., LLC v. Manuel, summarized the fact-intensive nature of what is a reasonable time by stating that, “[w]hat is a reasonable time depends upon the facts and circumstances as they existed at the time the contract was formed.” That is, courts will look to the contracting parties’ intent, and the circumstances surrounding the contract formation, to determine what the parties meant by reasonable time. The Uniform Commercial Code echoes the factual-nature of what constitutes reasonable time, and § 1–205 states that “[w]hether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose, and circumstances of the action.” Furthermore, even when there is no explicit contractual provision stating time of performance, courts may imply that parties must perform in a reasonable time. For example, the Supreme Court of Alaska found, in Laybourn v. City of Wasilla, that a construction projected that unsuccessfully ran from 2003–2006 had progressed in a reasonable time, as the evidence during the formation of the contract indicated that the parties envisioned the project running through 2005.

Provisions that actions be done in a reasonable time may also come up in the context of making objections in litigation proceedings, vacating a premises after eviction, retracting a publication which a court found to be libel, etc.

[Last updated in December of 2020 by the Wex Definitions Team]