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How Long Is Too Long? Time for Performance and NY Breach of Contract

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Typically, when two parties are negotiating a contract, one of the agreed-upon terms is the time for performance. Unfortunately, this is not always the case. This does not mean that a party to a contract has forever in order to fulfill his or her obligations under the agreement. New York courts have held that when a contract is silent about the time for performance, the requirement is that the timeframe be “reasonable” for compliance. How does a court decide what constitutes reasonable?

In a recent action brought by a sparkling juice company, this question may arise. The company entered into a contract with a canning company in order to produce its product. In the lawsuit, the juice company accuses the canning company of keeping the materials that it sent over to be canned without fulfilling its obligations. If this action were brought in New York, the courts would consider the following when determining what constitutes a reasonable timeframe for the canning company to fulfill its obligations:

  • The terms of the contract
  • The unique facts and circumstances surrounding the agreement between the two parties
  • How those facts and circumstances relate to the context of the situation
  • The customs and practices of the particular trade of business

When a contract is ambiguous, a jury may ultimately have to decide what constitutes a reasonable time for performance.

These matters are often complex and require guidance from a knowledgeable breach of contract attorney. To learn more, contact an experienced New York business litigation lawyer today. Call our office at (888) 497-3410 for a free consultation.

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