PJC Business

C ONTRACTS

PJC 101.14

PJC 101.14 Instruction on Time of Compliance Compliance with an agreement must occur within a reasonable time under the circumstances unless the parties agreed that compliance must occur within a specified time and the parties intended compliance within such time to be an essential part of the agreement. In determining whether the parties intended time of compliance to be an essential part of the agreement, you may consider the nature and purpose of the agreement and the facts and circumstances surrounding its making. COMMENT When to use. PJC 101.14 is appropriate if a party contends that failure to comply by the date specified in the agreement constitutes a material breach, even though the agreement itself does not expressly state that time is of the essence. See Kennedy Ship & Repair, L.P. v. Pham , 210 S.W.3d 11, 19 (Tex. App.—Houston [14th Dist.] 2006, no pet.) (“Unless the contract expressly makes time of the essence, the issue is a fact question for the jury.”). UCC article 2 cases. If the time for delivery or shipment is not specified in the contract, the time shall be reasonable. Tex. Bus. & Com. Code § 2.309(a) (Tex. UCC). “Whether a time for taking an action required by this title is reasonable depends on the nature, purpose, and circumstances of the action” and on any prior dealing between the parties. Tex. UCC § 1.205(a) & cmt. 2; see also Tex. UCC §§ 2.504, 2.601, 2.612.

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