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When Your New York Contract Is Silent on Timing for Performance

What happens when your contract doesn't specify your deadline for performing your end of the deal? Does that mean you can never be held in breach of contract?

 

As you might well imagine, that doesn't mean you have forever to live up to your end of the agreement, at least not in New York. To the contrary, New York's courts have long held that when the contract is silent on this issue, the court will impose and/or infer a "reasonable time" for compliance.

 

"But what is a reasonable time?" you ask. Fair question. Unfortunately, it can only be judged on a case-by-case basis, or as New York's Court of Appeals phrased it, "[w]hat constitutes a reasonable time for performance depends upon the facts and circumstances of the particular case."

 

Naturally, this can theoretically lead to a great deal of confusion, because in the context of contract interpretation, the line between fact and law is often blurred.

 

On the one hand, "[T]he initial interpretation of a contract is a matter of law for the court to decide.'" Alexander & Alexander Servs., Inc. v. These Certain Underwriters at Lloyd's, London, Eng., 136 F.3d 82, 86 (1998) (quoting K. Bell & Assocs., Inc. v. Lloyd's Underwriters, 97 F.3d 632, 637 (2d Cir. 1996)). But that assumes that the contract is unambiguous.

 

Where the contract is a bit unclear, its interpretation is not amenable to summary judgment, and a jury (or other trier of fact) will have to determine the proper meaning of the contract in its proper context. Id. (citing Cable Sci. Corp. v. Rochdale Vill., Inc., 920 F.2d 147, 151 (2d Cir. 1990)). For additional information on this topic, please see "What Happens When Your Agreement is Unclear in NY."