A retailer entered into a written agreement with a manufacturer to purchase 1,000 widgets. The contract specified the quantity and price but did not mention a delivery date. After the agreement was signed, the retailer demanded delivery promptly, but the manufacturer claimed it had a 'reasonable time' to deliver based on industry custom. The retailer filed a breach of contract claim for failing to deliver the widgets by the requested date. Which of the following is the best resolution of this dispute?
The manufacturer is correct, as the court can interpret the omission and supply a 'reasonable time' for delivery if the contract specifies no date.
The contract would be void for indefiniteness if the delivery date is considered a material term.
The manufacturer is correct when there is evidence that the retailer agreed to a specific timeframe for delivery.
The retailer is correct, as failing to specify a delivery date is expected to require delivery to occur promptly.
The correct resolution reflects the application of contract law principles where omitted terms, like a delivery date, are filled in by the courts using a reasonableness standard. Courts often consider trade usage, industry customs, and the overall circumstances of the contract to determine what a 'reasonable time' is. A contract is not rendered void solely because a term is missing if it can be reasonably inferred or supplemented. The incorrect answers make inaccurate assumptions about delivery deadlines, incorrectly treat the absence of a delivery term as fatal to the contract, or rely on speculative evidence for an enforceable obligation.
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