A company entered into a written agreement with a supplier for the purchase of manufacturing equipment. The contract stated that the equipment would be delivered at 'a reasonable time' and provided no specific delivery terms regarding the date or shipping method. When the supplier attempted to deliver the equipment six months later, the company refused to accept it, claiming the delivery was too late. The supplier sued for breach of contract. Which of the following BEST describes whether the agreement is enforceable?
The contract is unenforceable because missing delivery specifics create uncertainty.
The contract is enforceable because reasonable commercial standards provide guidance on missing delivery terms.
The contract is unenforceable because missing delivery terms invalidate agreements for the sale of goods.
The contract is enforceable if the parties agree to delivery details later.
The correct answer explains that missing contractual terms, like a delivery date, do not automatically make a contract unenforceable. Courts can supplement missing terms using reasonable commercial standards, industry norms, or the intent of the parties to avoid invalidating agreements unnecessarily. Other options are incorrect because they either mistakenly suggest later agreement is required to fill gaps, assume a strict rule that missing terms always lead to unenforceability, or incorrectly conflate missing terms with invalidation of the entire contract under the law.
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What are reasonable commercial standards, and how do they apply to contracts?
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What are the implications of including vague terms in a contract?
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What role do intent and context play in interpreting contracts?