R2d § 234
Order of Performances
(1) Where all or part of the performances to be exchanged under an exchange of promises can be rendered simultaneously, they are to that extent due simultaneously, unless the language or the circumstances indicate the contrary. (2) Except to the extent stated in Subsection (1), where the performance of only one party under such an exchange requires a period of time, his performance is due at an earlier time than that of the other party, unless the language or the circumstances indicate the contrary.
Professor's notes
Section 234 sets the default sequence when a contract is silent on timing. Subsection (1): where performances can be rendered simultaneously, they are due simultaneously. Subsection (2): where one party's performance requires a period of time and the other's does not, the party whose performance takes time must perform first. Both defaults yield to contrary language or circumstances.
The doctrinal work the section does is to allocate the credit risk of going first when the contract says nothing. The simultaneous-performance default gives each side maximum protection — neither owes performance until the other tenders. When one performance is necessarily extended over time, the party doing that work goes first because a rule requiring payment before completion would make every service contract unworkable.
Paradigm for subsection (1): A promises to convey land and B promises to pay $50,000, both on July 1. Neither party owes performance unless the other tenders on that date. Paradigm for subsection (2): A contracts to build a deck for $8,000 with no progress-payment schedule. A must complete the work before the $8,000 falls due. Jacob & Youngs v. Kent in Chapter 20 assumes this background — the contractor performs first, then seeks the unpaid balance.
Students frequently assume buyers always pay first. Ask: what does the rule say when both performances are set for the same date? Then shift to: what changes when one performance requires weeks of labor? The second question reveals why § 234(2) exists, and why progress-payment clauses matter commercially.
Connect to R2d § 237 (material breach by one party suspends the other's duty) and R2d § 238 (each party's duty is conditional on tender by the other). Section 234 establishes the sequence; §§ 237-238 determine consequences when that sequence breaks down. Chapter 19 pairs § 234 with the conditions materials to show that the order of performance creates implied constructive conditions of exchange.
Text
R2d § 234. Order of Performances.
(1) Where all or part of the performances to be exchanged under an exchange of promises can be rendered simultaneously, they are to that extent due simultaneously, unless the language or the circumstances indicate the contrary.
(2) Except to the extent stated in Subsection (1), where the performance of only one party under such an exchange requires a period of time, his performance is due at an earlier time than that of the other party, unless the language or the circumstances indicate the contrary.