§ 2.16 Reasonable Time for Acceptance

[Go To Supp]

If the offeror has not communicated a specific time limit with sufficient definiteness, the power of acceptance by the offeree continues for a reasonable time.n1 This is the time that a reasonable person in the exact position of the offeree would believe to be satisfactory to the offeror. It is not the time that the offeree would like to have, in order to watch the market or to adjust other affairs or to make estimates and calculations, however reasonable it may be to desire the necessary time. All of these are factors to be considered; they may have a bearing on the question of reasonableness. Various factors having such a bearing will be considered below.

What is a reasonable time, in any case, is a question of fact,n2 to be determined by a consideration of all the circumstances existing when the offer and the attempted acceptance are made. There is no rule or principle of law by the use of which a decision can be reached deductively. When it is said, as it often is, that when the facts from which the inference is to be drawn are not in dispute and only one reasonable inference can be drawn, the question is one of law for the court,n3 what is meant is that the court will itself draw the inference and decide the question, instead of submitting it to a jury. In respect to this, it is no different from all other questions and inferences of fact.

The statute of limitations for an action on a contract has no bearing on what constitutes a reasonable time for acceptance.n4 Such a statute limits the time for bringing suit for breach of a contract already made. It has nothing to do with the making of a contract by acceptance of an offer.

The actual but uncommunicated intention of the offeror may well be decisive of what is a reasonable time in certain cases. It will not be considered in determining whether the belief and action of the offeree were reasonable.n5 Being unknown to the offeree, it could not play a role in this party's conduct. The time taken may be quite reasonable, even though longer than was intended by the offeror. Uncommunicated intention will never have the effect of decreasing the time that otherwise seems reasonable.

On the other hand, it may well be held to have the effect of lengthening the time. The time actually taken by the offeree may properly be held to be reasonable, if the offeror intended the power to last so long, even though on the facts known, it was not at all reasonable for the offeree to think that the acceptance was timely. A reasonable time may be longer than the offeror intended, but it can never be less. The primary, and perhaps the sole, purpose of limiting the power of acceptance to a reasonable time, is the protection of the offeror against results that the offeror does not expect or foresee. If those results are caused by the offeror's own action, the law will compel the offeror to abide by them for the protection of others; hence, an offeror may sometimes be bound by an unexpected acceptance. But the offeror needs no protection against an acceptance that was in fact hoped for and intentionally invited, even though the offeror did not expressly state long a time as intended.

In a well-known early New York case, an offer was sent from San Domingo to New York on December 17. An unconditional acceptance was mailed on the following March 31. It might properly be held that this acceptance was too late, the time taken being unreasonable. But the offeror in San Domingo mailed letters during the month of April, stating that the offer was still open. These letters were never received by the offeree, because he died before their delivery. The court held, properly, that a contract was consummated.n6

When two negotiating parties are in each other's presence, and one makes an offer to the other without indicating any time for acceptance, the inference that will ordinarily be drawn by the other party is that an answer is expected at once. If the immediate reply is not an acceptance, the offeror has the instant opportunity to continue the negotiation or terminate it. The offeror may keep the offer open as made, or vary it, or wholly revoke it. The validity of an acceptance subsequently made will depend upon the words and conduct of the offeror. If, when the first reply is not an acceptance, the offeror turns away in silence, the proper inference is that the offer is no longer open to acceptance.n7

The foregoing would seem to be properly applicable to a negotiation by telephone when offeror and offeree are themselves speaking. The important point is that they have means of instant expression and communication. The fact that they can not see each other is important only as it excludes those means of communication that are visual in character. If the offeror hangs up upon finding that the first reply to the offer is not an acceptance, the normal inference is that the power to accept it is terminated.n8

If the parties do not have means of instant communication, the normal inference to be drawn is that instant reply is not required; a reasonable time for acceptance is somewhat longer.n9 This applies where the means of communication is the post, the telegraph, a facsimile machine or special messenger. In every case alike, the inference to be drawn is subject to be controlled by other circumstances, by previous custom, and by the expressed will of the offeror. Absent any contraindications, an offer delivered by mail may be accepted by an acceptance mailed on the day of its receipt.n10

The power of acceptance will last much longer than it otherwise would in case the conduct of the offeror reasonably leads the offeree to believe that the offer is still open.n11 An offer is operative as long as the offeror says that it shall be; likewise, it is operative as long as the offeror's conduct leads the offeree to believe that it is. There are two plausible bases for the rule that an offer, absent contrary indications, expires within a reasonable time. One is that the offeree's silence should be taken as a rejection of the offer.n12 The second, and far sounder explanation, is that it is clear that the offeror's intent is that the offer shall not endure perpetually. If after what would ordinarily be deemed a reasonable time, the offeror manifests an intent that the offer is open, that manifestation is binding.n13 If after having made an offer to do specified work for a stated price, the offeror is told to go ahead with the work, the going ahead as requested will bind the offeror to complete it at the stated price, even though some months may have elapsed since the offer was made. Proceeding as requested, with reason to know that the offeree still regards the bid as operative justifies the offeree in so regarding it.n14

The particular case just stated is quite capable of a different analysis. The request by the offeree to the original offeror to go ahead with the work may be regarded as the making of a new offer, adopting by tacit reference the provisions of the offer previously made by the workman; going ahead as requested, without comment or objection, would operate as an acceptance of the new offer. It is clear that in the absence of antecedent conduct of the original offeror leading the offeree to believe the offer to be still open, an attempted acceptance after expiration of a reasonable time would be effective only as a return offer and not as an acceptance.

If the subject matter of an offer to buy or sell is one that has a fluctuating value in the market, this fact tends strongly to shorten the time that will be held reasonable for acceptance.n15 A purchase and sale, whether for cash or on credit, is always a speculation in future values. To allow the offeree to accept after taking time to watch the market, is similar to allowing the collection of a bet on a sure thing.n16 It is not reasonable to believe that the offeror is willing to allow this.n17 This is applicable to such commodities as shares of corporate stock, oil, cotton, or wheat, although with respect to all of them there are periods in which market prices are relatively stable. If no fluctuation has occurred, the time taken for acceptance is more likely to be held reasonable. If a relatively stable market becomes unexpectedly volatile, it is at least conceivable that an offer will expire before receipt.

Land is a subject matter less likely to fluctuate in the market, and a correspondingly longer time will be reasonable for acceptance.n18 There are boom times, even in land, and also times of rapidly falling values; in such times, the time that will be held reasonable is much shorter. With land as with chattels, the actual situation is the one to consider. If values have fluctuated, acceptance will be too late after a relatively shorter time, if they have not fluctuated a longer time is more likely to be held reasonable.

The purpose of the offeror, to be attained by the making and performance of the contract, will affect the time allowed for acceptance, if it is or should be known to the offeree. In such case there is no power to accept after it is too late to attain that purpose. An offer of a reward for the capture of a specific criminal cannot be accepted by capturing the criminal after the statute of limitations has barred prosecution for the offense; it may be reasonable to assume that the offer remains open as long as such prosecution is possible.n19 An offer of a reward for the arrest and conviction of persons who may hereafter commit a specified crime may be held to have lapsed after the deterrent effect of publication of the offer has ceased.n20

The discontinuance of the publication of the offer is a fact of importance; but it does not cause the immediate termination of the power to accept.n21 If the proposal contemplates a contract the performance of which is to begin by a particular date, a reasonable time for acceptance would not extend beyond that date.n22 If the proposed contract is to be unilateral, the acceptance to consist of full performance itself, a reasonable time for acceptance will necessarily include the time reasonably necessary for completing the requested performance; but this does not show how soon the rendition of the performance must begin. There is a reasonable time for beginning the performance. This must be determined by a consideration of the same factors as in other kinds of contracts. In cases of this type the beginning of the requested performance will nearly always operate as an acceptance that is sufficient to prevent revocation of the offer. The offeror's contractual duty, however, will be conditional on substantial completion of the requested performance. Sometimes, but not necessarily, the beginning of the performance by the offeree will justify an inference of a promise to complete the performance; the bargain is then bilateral.

A public offer of a reward for information will, unless restricted in terms, create a power of acceptance in anyone who becomes aware of the offer if no one else has already given the requested information. As soon as the information has been given to the offeror, the power of acceptance by any other person is at once terminated.n23 This is true even though the second person does not know that another has already given the information. As any reasonable person knows, the service of the second informer, and of any later one, is of no value. It is obvious that the offeror is not promising to pay many times over for the same information. In this respect, an offer of a reward for information differs from an offer of a reward for a service that can be rendered more than once and that has value to the offeror, however many times repeated. So, an offer to pay a hundred dollars to any one who catches the influenza after using the offeror's patent preventive can be accepted by many individuals, each of whom has a right to the sum offered if they succeed in catching the influenza as specified.n24 In this case the conditional promise of the reward is offered in return for using the nostrum (not for catching the influenza) and almost every new user is accompanied by a new sale.

The fact that the offeror uses a particular method of communicating the offer does not in itself control either the mode of acceptance or the time within which it must occur; but the fact that the offeror uses the telegraph or other rapid method of communication is a fact of importance in the direction of the conclusion that a reasonable time is short. As will appear hereafter, the mode of communicating an offer may have important effects upon the power of acceptance in respect of the mode in which the acceptance is communicated.

Legal Topics:

For related research and practice materials, see the following legal topics:

Contracts LawFormationAcceptanceReasonable Time

FOOTNOTES:

(n1)Footnote 1.

U.S. - Ortman v. Weaver, 11 Fed. 358 (C.C.Mich.1882) ; Minnesota Linseed Oil Co. v. Collier White Lead Co., 17 Fed.Cas. 447, 4 Dill. 431 (C.C.Minn.1876) .

Cal. - Kaplan v. Reid Bros., 104 Cal.App. 268, 285 P. 868 (1930) .

Conn. - Averill v. Hedge, 12 Conn. 424 (1838) , offer made, and after two weeks' delay renewed on the 18th; acceptance mailed on 20th held too late.

Ga. - Traylor, Spencer & Co. v. Brimbery, 2 Ga.App. 84, 58 S.E. 371 (1907) .

Ill. - Maclay v. Harvey, 90 Ill. 525, 32 Am.Rep. 35 (1878) .

Ky. - Caldwell v. E.F. Spears & Sons, 186 Ky. 64, 216 S.W. 83 (1919) , offer to sell hemp accepted next day, held in time.

La. - Wagenvoord Broadcasting Co. v. Canal Automatic Transmission Service, 176 So.2d 188 (La.App.1965) . Acceptance must be ''immediate'' to prevent the offer from being revoked, offers being irrevocable in Louisiana; but apparently for a brief period of time indeed. The case is imbedded in principles quite different from those of the common law.

Md. - Twining v. National Mortgage Corp., 268 Md. 549, 302 A.2d 604 (1973) .

Me. - Fortin v. Wilensky, 142 Me. 372, 53 A.2d 266 (1947) , lessee held offered draft of a lease for four months without signing.

Mass. - Starkweather v. Gleason, 221 Mass. 552, 109 N.E. 635 (1915) . See Miller v. Campello Co-operative Bank, 344 Mass. 76, 181 N.E.2d 345 (1962) , where the court decreed a time limit that was ''reasonable'' in place of a provision which, if literally applied, would have resulted in gross inequity, citing this section; noted also under § 4.2; Loring v. Boston, 48 Mass. (7 Metc.) 409 (1844) .

Mich. - C.E. Tackels, Inc. v. Fantin, 341 Mich. 119, 67 N.W.2d 71 (1954) .

Minn. - Stone v. Harmon, 31 Minn. 512, 19 N.W. 88 (1884) .

N.Y. - Sterngass v. Maisel, 133 A.D.2d 450, 519 N.Y.S.2d 569 (1987) , appeal denied, 71 N.Y.2d 804, 528 N.Y.S.2d 829, 524 N.E.2d 149 . A purported acceptance of an offer to sell real estate fourteen months after the offer was made was held not to have occurred within a ''legally reasonable time.''

Where an offer of settlement of a claim arising out of the taking of land for governmental purposes was accepted after 41 days, there having been no notice of revocation, the acceptance was held not to be too late. Under the circumstances, the time was reasonable. Morey v. State, 283 App. Div. 562, 129 N.Y.S.2d 27 (1954) .

Pa. - Orlowski v. Moore, 198 Pa. Super. 360, 181 A.2d 692 (1962) .

S.D. - Stern v. Wesner, 395 N.W.2d 585 (S.D.1986) . Date on the same page as offer placed there by the real estate broker is not part of the offer and the offer was accepted within a reasonable time although it was after this date.

Utah - Van Dyke v. Mountain Coin Mach. Distribs., 758 P.2d 962 (Utah App.1988) . Two weeks was held to be a reasonable amount of time for acceptance and return of a proposed contract intended to settle a dispute.

Wis. - Baker v. Holt, 56 Wis. 100, 14 N.W. 8 (1882) .

The plaintiff must show that the acceptance was within a reasonable time, having the burden of allegation and proof on the existence of the contract. Texas Pipe Line Co. v. Miller, 84 S.W.2d 550 (Tex. Civ. App. 1935) .

Restatement (Second) of Contracts § 41(1) and comment b thereto. The rule as to the acceptance of an option that has no stated expiration is the same as for revocable offers. A reasonable time is allowed. See Annot., 87 A.L.R.3d 805 § 6-8.

The United Nations Convention on Contracts for the International Sale of Goods is in accord. Article 18(2) provides in part that if no time is fixed by the offer, an acceptance must arrive within a reasonable time.

In United States v. P.J. O'Donnell & Sons, 228 F.2d 162 (1st Cir. 1955) , the court held that interpretation of all the terms of the Government's request for bids indicated that it was to have a reasonable time for investigation before acceptance, and that three days was not unreasonable even though the request for bids stated that time of sale would be June 16, at 11 A.M., which was also the time for opening the bids.

(n2)Footnote 2.

Idaho - Turner v. Mendenhall, 95 Idaho 426, 510 P.2d 490 (1973) .

Ind. - Speiser v. Addis, 411 N.E.2d 439 (Ind. App. 1980) Speiser's renewed lease, as tenant, expired on July 31, 1976. Addis's agent, Veach, wrote in September, 1975 to offer a new lease at $338 per month. In April, 1976, Speiser telephoned Veach, who said Addis now wanted more than $338. In July Speiser endorsed his acceptance on the September offer and returned it. He refused to pay more than $338. Eventually, Addis gave him notice to quit and the trial court evicted him, ordering him to pay $371.70 a month during the stay of execution. Affirmed. The court might well have also held that the April telephone call was a revocation of the offer.

(n3)Footnote 3.

U.S. - Staples v. Pan-American Wall Paper & Paint Co., 63 F.2d 701 (3d Cir. 1933) .

Mass. - Starkweather v. Gleason, 221 Mass. 552, 109 N.E. 635 (1915) ; Loring v. Boston, 48 Mass. (7 Metc.) 409 (1844) .

N.Y. - Modern Pool Products, Inc. v. Rudel Machinery Co., 58 Misc.2d 83, 294 N.Y.S.2d 426 (Civ.Ct.1968) .

Tex. - Christy v. Andrus, 722 S.W.2d 822 (Tex. Civ. App. 1987) . A fifteen month delay in expressing acceptance of a settlement offer is too late as a matter of law.

(n4)Footnote 4.

Mass. - Loring v. Boston, 48 Mass. (7 Metc.) 409 (1844) .

(n5)Footnote 5. In accord with this statement is Modern Pool Products, Inc. v. Rudel Machinery Co., 58 Misc.2d 83, 294 N.Y.S.2d 426 (Civ.Ct.1968) .

(n6)Footnote 6.

N.Y. - Mactier's Adm'r v. Frith, 6 Wend. 103, 21 Am.Dec. 262 (N.Y.1830) .

Eng. -Tinn v. Hoffman, 29 L.T. (N.S.) 271 (1873), is a case in which the same principle might have been applied, except that the overt expressions of intention by the offeror were not clear. See criticisms of Mactier's Adm'r v. Frith, in C.C. Langdell, Summary of the Law of Contracts, sec. 14, and C.D. Ashley, Contracts, p. 48.

An offer remains open as long as the offeror himself treats it so. R.E. Crummer & Co. v. Nuveen, 147 F.2d 3, 157 A.L.R. 739 (7th Cir. 1945) ; Oliver v. Henley, 21 S.W.2d 576 (Tex.Civ.App.1929) .

In Mactier's Adm'r v. Frith, supra , Marcy, J., said: ''The acts of Frith, after the death of Mactier, could do nothing towards completing an unfinished contract; but I think they may be fairly adverted to for the purpose of ascertaining his intentions in relation to the continuance of his offer.''

In Nelson Equipment Co. v. Harner, 191 Or. 359, 230 P.2d 188, 24 A.L.R.2d 999 (1951) , a written order for a machine provided ''Subject to Canc. not later than Jan. 1.'' This was held not to limit the time for acceptance. The offeror's conduct long after Jan. 1 showed that he regarded his order as still operative.

Of course, the offeree cannot complain of his own delay in accepting if the offeror disregards the delay and acts in performance. George Tomlinson & Son, Inc. v. Lennon, 46 R.I. 148, 125 A. 266 (1924) .

See also Tennent v. Leary, 82 Ariz. 67, 308 P.2d 693 (1957) , noted herein under § 3.36 and 3.41.

(n7)Footnote 7. Akers v. J.B. Sedberry, Inc., 39 Tenn.App. 633, 286 S.W.2d 617 (1959) . The defendant employed the plaintiff for a five year period on stated terms. Because the business had financial difficulties, the parties had a personal discussion, during which the plaintiff offered to resign on stated terms. The defendant disregarded the offer. Their discussion continued for some hours. The plaintiff was given further directions. Three days later, the defendant wrote a letter accepting the offer to resign. The court held that this effort to accept was inoperative, primarily because the offer lapsed when they had terminated the oral discussion, and, in addition, because the plaintiff had been given reason to believe that the offer had been rejected.

Article 18 of the United Nations Convention on the International Sale of Goods provides: ''An oral offer must be accepted immediately unless the circumstances indicate otherwise.''

(n8)Footnote 8. In Newman v. Schiff, 778 F.2d 460 (8th Cir.1985) , the defendant stated during a television interview that ''If anybody calls this show and cites any section of the Internal Revenue Code that says an individual is required to file a tax return, I'll pay them $100,000.'' A few hours later this segment of the taped interview was rebroadcast on the morning news. P saw the rebroadcast, researched the tax law, and the following day called the morning news show at a different telephone number than had been broadcast during the original interview and cited the appropriate sections of the I.R.C. The purported acceptance was not timely. The words ''If anybody calls this show'' supports the notion that the offer lapsed at the end of the live broadcast.

(n9)Footnote 9. The German Civil Code, sec. 147, has a provision of this sort.

(n10)Footnote 10. Restatement (Second) of Contracts § 41(3).

(n11)Footnote 11. Coffman Indus., Inc. v. Gorman-Taber Co., 521 S.W.2d 763 (Mo.App.1975) . A surety company promised a subcontractor it would pay the latter's claim if the subcontractor settled with another party. A letter written 11 months later continued the offer. A two-and-a-half year period for settlement of the claim was held not unreasonable.

(n12)Footnote 12. This basis was deemed the preferable explanation by Buckley, J., in Manchester Diocesan Council for Education v. Commercial and General Investments Ltd., [1970] 1 W.L.R. 241, 247.

(n13)Footnote 13. In C.E. Tackels, Inc. v. Fantin, 341 Mich. 119, 67 N.W.2d 71 (1954) , the defendant submitted a bid on a subcontract. Two weeks after the prime contract was awarded to the plaintiff, its president tried to reach defendant to notify him that his bid was accepted. After several other unsuccessful efforts, the plaintiff after three more weeks notified defendant. The latter expressed reluctance to proceed, because he thought his bid too low. He said nothing about delay in accepting. Suit was brought for his refusal to perform and the defendant asserted that the acceptance was too late. The court held that the defense was not good, because it was not asserted earlier. The defendant could not ''mend his hold'' after suit was brought. What is a reasonable time depends on the circumstances; and the defendant's failure to object on that ground when notified of acceptance is some evidence that he did not then regard the acceptance as too late.

See also the cases cited in notes 5 & 6 above.

(n14)Footnote 14.

N.Y. -However, where an offer was made to repair a machine at a price of $1600 and the offeree waited 114 days to ship the machine, the offer had lapsed. Modern Pool Prods. v. Rudel Mach. Co., 58 Misc.2d 83, 294 N.Y.S.2d 426 (Civ.Ct.1968) .

Wis. - Hammersberg v. Nelson, 224 Wis. 403, 272 N.W. 366 (1937) . The offer was made by the plaintiff July 21, 1934. In February, 1935, he talked to the defendant as to when he might begin work. He was then told to go ahead and he did so, no new statement as to price being made; certain new items were added without specifying any price for them.

In R.E. Crummer & Co. v. Nuveen, 147 F.2d 3, 157 A.L.R. 739 (7th Cir.1945) , the offeror's agent made statements from which a jury might reasonably infer that the published offer was still open, even though without such statements the time taken for acceptance would have been unreasonable, since during that time the United States had entered World War II.

(n15)Footnote 15. In Minnesota Linseed Oil Co. v. Collier White Lead Co., 17 F. Cas. 447 (C.C.Minn.1876) the court said: ''It seems clear that the intention of the plaintiff, in making the offer by telegraph, to sell an article which fluctuates so much in price, must have been upon the understanding that the acceptance, if at all, should be immediate, and as soon after the receipt of the offer as would give a fair opportunity for consideration. The delay here was too long, and manifestly unjust to the plaintiff, for it afforded the defendant an opportunity to take advantage of a change in the market, and accept or refuse the offer as would best subserve its interests.''

In Staples v. Pan-American Wall Paper & Paint Co., 63 F.2d 701, 702 (3d Cir.1933) , the court said: ''Since the offer made November 1, 1930, contained no time limitation for acceptance, it was incumbent upon the plaintiff to accept within a reasonable time.

...

The court may take judicial notice of general public knowledge that, throughout the period during which McCarn's offer was held in abeyance, the values of stocks were rapidly falling. Jacobs v. First Nat. Bank, 48 F.2d 17 (5th Cir.1931) ; Baldwin v. Devereux Schools, Inc., 302 Pa. 569, 154 A. 21 (1931) .''

Minneapolis & St. L.R. Co. v. Columbus Rolling-Mill Co., 119 U.S. 149, 151, 7 S.Ct. 168, 169, 30 L.Ed. 376 (1886) . The lapse of 101 days from the time of the offer without an acceptance was so long that no fair-minded man could have any doubt that the delay was unreasonable and was sufficient to justify the court in holding, as a matter of law, that a reasonable time for acceptance had expired. Foss-Schneider Brewing Co. v. Bullock, 59 Fed. 83 (6th Cir.1893) ; Hamilton v. Phoenix Ins. Co., 61 Fed. 379 (6th Cir.1894) .

In Brewer v. Lepman, 127 Mo.App. 693, 106 S.W. 1107 (1908) , a telegraphic order for eggs arrived at 10:00 A.M., a telegram of acceptance was dispatched at 2:45 P.M. Eggs were fluctuating in price and the order was for ''prompt acceptance.'' No contract was formed.

(n16)Footnote 16. In Smith v. Sabine Royalty Corp., 556 S.W.2d 365 (Tex.Civ.App.1977) , no writ, assuming the letter was an offer, 63 days was an undue delay in attempting to accept. Aside from the delay itself, the purported acceptance was made after Smith had completed drilling and found oil. The acceptance was not in good faith. Restatement (Second) of Contracts § 41 comment f.

(n17)Footnote 17. In Starkweather v. Gleason, 221 Mass. 552, 109 N.E. 635 (1915) , the offeree accepted an offer to sell shares in a corporation after a delay of five months and the corporation had gone into the hands of a receiver. With this case, compare Henry v. Page Dairy Co., 65 Ohio App. 517, 30 N.E.2d 812 (1940) , where a buyer of shares had an option to resell them at the same price ''at any time ... this contract shall apply to heirs and assigns.'' The court interpreted this as meaning to extend the buyer's option throughout her life.

In Ellis' Adm'r v. Durkee, 79 Vt. 341, 65 A. 94 (1906) , a shareholder in an oil company desired to sell his shares. The defendant, also a shareholder and superintendent of the company wrote advising him not to sell, and added: ''at any time after six months, if you still think you want to quit, I will cash you up myself and pay you six per cent, if you can't do better.'' After some fluctuation, the shares became unsalable in the market before expiration of six months; and nearly two months thereafter the offeree wrote accepting the offer. It was held that the power to accept still existed.

(n18)Footnote 18.

Ark. - Kempner v. Cohn, 47 Ark. 519, 1 S.W. 869 (1886) , delay of five days not fatal in accepting offer to sell farm.

This section is cited in Powers, Inc. v. Wayside, Inc. of Falmouth, 343 Mass. 686, 180 N.E.2d 677 (1962) . The court interpreted a written contract for the sale of land as containing a provision for repurchase by the vendor in case of failure to cure defects of title, at the option of the purchaser. There was a general provision that time was ''of the essence''; but no time was specified for the exercise of the purchaser's option, the general provision therefore having no application. The court discussed accurately the factors to be considered in determining the duration of the ''reasonable time'' within which the purchaser's power of acceptance must be exercised, and then held that its notice was too late. Nevertheless, the court correctly treated the contract as one providing for ''rescission and restitution'', and sustained the finding of the referee that the defendant had not been prejudiced by the delay in demanding restitution. See note under § 1115.

(n19)Footnote 19. See In re Kelly, 39 Conn. 159 (1872) ; Restatement (Second) of Contracts § 41 ill. 1.

(n20)Footnote 20. In Loring v. City of Boston, 48 Mass. (7 Metc.) 409 (1844) , the court said: ''What is a reasonable time, when all the facts and circumstances are proved on which it depends, is a question of law. To determine it, we are first to consider the objects and purposes for which such reward is offered. The principal object obviously must be, to awaken the attention of the public, to excite the vigilance and stimulate the exertions of police officers, watchmen and citizens generally, to the detection and punishment of offenders. Possibly, too, it may operate to prevent offences, by alarming the fears of those who are under temptation to commit them, by inspiring the belief that the public are awake, that any suspicious movement is watched and that the crime cannot be committed with impunity. To accomplish either of these objects, such offer of a reward must be notorious, known and kept in mind by the public at large; and, for that purpose, the publication of the offer, if not actually continued in newspapers, and placarded at conspicuous places must have been recent.''

See further:

Me. - Mitchell v. Abbott, 86 Me. 338, 29 A. 1118 (1894) .

Pa. - Shaub v. Lancaster, 156 Pa. 362, 26 A. 1067 (1893) .

(n21)Footnote 21. Carr v. Mahaska County Bankers Ass'n, 222 Iowa 411, 269 N.W. 494, 107 A.L.R. 1080 (1936) .

(n22)Footnote 22. In Traylor, Spencer & Co. v. Brimbery, 2 Ga.App. 84, 58 S.E. 371 (1907) , the court said: ''To a proposal made Dec. 23, 1898, payments under which were to begin Feb. 1 following, an acceptance made several months thereafter [during May, 1899] would not be an acceptance within a reasonable time.''

(n23)Footnote 23.

U.S. - United States v. Simons, 7 Fed. 709 (D.C.Mich.1881) .

Eng. -Lancaster v. Walsh, 4 M. & W. 16 (Ex.1838).

(n24)Footnote 24. See Carlill v. Carbolic Smoke Ball Co., [1893] 1 Q.B. 256 (C.A.).