The short answer is: Even when the TIMING of promises and performances are not Clear in a WRITTEN contract, the duration requirement of a contract may still be Ruled by Courts as fulfilled.
Sometimes, as it happens during business trades; a contract's duration is not certain. This uncertainty however is not always absolute. The uncertainty maybe determined based on future conditions or circumstances. And the future circumstances maybe part of the current circumstances.
For instance, the promise “to continue to buy” or “to continue to sell” to a certain party as long as specific conditions are met, is a promise that implies duration. This circumstantial duration is legally binding, as long as it was originally determined based on reasonable practice.
The Sultiff v. Seidenberg Stiefel & Co. Plaintiff agreed to cooperate with defendant (a NY Cigar manufacturer) to sell their Cigar Products as long as Market in California was a “Ready to Buy” market.
The court held that the unspecified duration of written language in the contract: “as long as they found a ready sale” meaning as long as the Market in California is ready, determines a “sufficient duration”.
Sometimes contracts are NOT very specific in their terms. To clarify the terms, Courts may depend on the reasonable market practice. The reasonable market practice maybe defined based on “current or future circumstances”.
Yes, It's complicated and its detailed. And those details would cost you money if you don't pay attention to them. Therefore, If you need to have a contract written based on your specific market needs, refrain from downloading pre-made online forms. They are based on VERY general terms and conditions and most likely do not represent your circumstances.
Contract an attorney and explain your situation. It will save you a lot of future hassle if you do.
This is a California Business legal blog. It is not intended to be used as legal advice.
For further information please contact the law offices of attorney Ramona Kennedy (Kennedy Law)
Ramona Kennedy (Attorney) received her Jurisprudence Doctorate in California, USA and is a licensed attorney in California (USA). Ramona Kennedy is a member of US Supreme Court Bar, California State Bar, California Orange County Trial Lawyer Association and is licensed to practice in The United States Supreme Court, Federal Court of US District Court Central California and Federal Court of US District Court Southern California, California Supreme Court & all California State Courts & All US Immigration Courts.
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