What Is A “Reasonable Time”?

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What is a “reasonable time” for something to happen or to get done? Do we ask this question of ourselves when we use that phraseology in our leases and other agreements? We can’t avoid using concepts such as “reasonable,” “material,” “promptly,” and the like, but are we being as careful as we should be when sprinkling them around?

There are good reasons to use what Ruminations has called “weasel words” or “deliberate ambiguity.” [For earlier thoughts on this subject, click: HERE.] Basically, we don’t always know how long something should or will take, even when diligence is observed and proper efforts (whatever those are) are employed. After all, we may know that the time for something to happen may be affected by adverse weather, but we don’t know whether there will be any such weather. We might know that a particular repair, say a roof replacement, might take 30 days from beginning to end in the summer, but not how long it might take in a winter season five years hence. So, we use “reasonable” when setting a time limit for such work to take place.

But, does “reasonable time” have a generally accepted understanding? In the law, even though the Uniform Commercial Code (UCC), adopted in every United States jurisdiction, does not (but for in very, very limited circumstances) apply to real property, it is a recurrent source of legal concepts even for real property matters. For that reason, we offer this text from the UCC:

1-205. Reasonable time; Seasonableness.

(a) Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose, and circumstances of the action.

(b) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.

Focus on the key words: “depends on the nature, purpose, and circumstances of the action.” This means that if the parties (say a landlord and its tenant, or a buyer and its seller or a lender and its borrower) do not agree whether a time period that has passed is “reasonable,” a judge (or an arbitrator) will decide. We call that a “circuit breaker.”

Interestingly, there aren’t a lot of published court decisions (or in today’s information world a lot of “unpublished” court decisions) dealing with disputes over whether the time that may have passed had become “unreasonable.” That’s likely for a number of reasons. First, the issue may not really have been important, merely annoying to the impatient party. Second, the issue may have resolved itself while the parties were duking it out between themselves. Third, neither party really wanted the ultimate result that a court could impose – termination of the agreement. That’s not a definitive list, but all of the likely reasons lead to one conclusion – the parties worked it out and the time period wasn’t really that important.

If our hypothesis about “unimportantness” has any validity, then the following will resonate with readers. If a time period is important, then put one in your agreement. If it is very, very important, make it “Time of the Essence.” If a stern, definite time period is important, but not so important that a “number” should be used, then define the “nature, purpose, and circumstances of the action” and describe the bounds of what would be a reasonable time. In our experience, parties to an agreement will honor such agreements.

Basically, if it is really, really important, set a time of the essence period for the action to be taken or completed or within which to occur. If important, but not critical, set a time period. If less than important, but there are expectations as to how long something should take, express some standards. If it isn’t really important, just say “reasonable.” Then, move on and get the deal done.


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