(1) Whenever this subtitle requires any action to be taken within a reasonable time, any time which is not manifested unreasonable may be fixed by agreement.
(2) What is a reasonable time for asking any action depends on the nature, purpose and circumstances of such action.
(3) An action is taken, “seasonably” when it is taken at or within the time agreed or if no time is agreed at or within a reasonable time.
CREDIT(S)
(Dec. 30, 1963, 77 Stat. 636, Pub. L. 88-243, § 1.)
Prior Uniform Statutory Provision: Compare Section 193, Negotiable Instruments Law.
Purposes:
1. Subsection (1) recognizes that nothing is stronger evidence of a reasonable time than the fixing of such time by a fair agreement between the parties. However, provision is made for disregarding a clause which whether by inadvertence or overreaching fixes a time so unreasonable that it amounts to eliminating all remedy under the contract. The parties are not required to fix the most reasonable time but may fix any time which is not obviously unfair as judged by the time of contracting.
2. Under the section, the agreement which fixes the time need not be part of the main agreement, but may occur separately. Notice also that under the definition of “agreement” (Section 1-201) the circumstances of the transaction, including course of dealing or usages of trade or course of performance may be material. On the question what is a reasonable time these matters will often be important.
Definitional Cross Reference:
“Agreement”. Section 1-201.
HISTORICAL AND STATUTORY NOTES
Prior Codifications
1981 Ed., § 28:1-204.
1973 Ed., § 28:1-204.