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Title
V.1.2 - Time of performance
Content
No. V.1.2 - Time of performance
A party must perform its obligations:
i)
if a time is fixed by or determinable from the contract, at that time;
ii)
if a period of time is fixed by or determinable from the contract, at any time within that period unless circumstances indicate that the other party is to choose a time;
iii)
in any other case, within a reasonable time after the conclusion of the contract.
Commentary
1 The Principle makes it clear that the time of performance is governed first and foremost, by the Principle of party autonomy. The agreement of the parties can be express or implied in which case it must be determined by application of the general Principles of contract interpretation. The agreement may relate to a fixed time of performance ("on June 1", "on the last day of next month") or to a period of time ("within the next three months"). In the first case, the debtor must perform at the time fixed, there is no room for taking into account special circumstances. In the second scenario, the rule is more flexible for the very reasons that the parties have agreed not on a precise moment but on a period of time. That flexibility works in both directions, though. On the one hand, the debtor may perform at any time within that period. On the other hand, circumstances may dictate that the other party is to choose a time.
2 Absent an express or implied agreement by the parties, the time of performance is determined under the general Principle of reasonableness.
2 Absent an express or implied agreement by the parties, the time of performance is determined under the general Principle of reasonableness.
References
National Legislation
Civil Code of the People's Republic of China (2020)French Civil Code 2016GIW DDRJapanese Civil Code 2020Act No. 89 of 1896Amendment of Act No. 44 of 2017Saudi Arabia Civil Transactions Law - Royal Decree No. M/191, June 18, 2023, official translationThe Indian Contract Act, 1872 (Act no. 9 of 1872)International Legislation
Fontaine, Marcel, OHADA Uniform Act On Contract Law Preliminary DraftOrganization for the Harmonization of Business Law in Africa (OHADA), Uniform act relating to general commercial lawPrinciples / Restatements
OHADAC principles on international commercial contractsPrinciples of European Contract Law - PECLModel Laws
Principles of Latin American Contract Law (PLACL)The Draft Civil Code for Israel in: Siehr, Kurt/Zimmermann, Reinhard (ed.) The Draft Civil Code for Israel in comparative perspective, 2008