UCC § 2-309
Absence of Specific Time Provisions
(1) The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time. (2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party. (3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
Professor's notes
Section 2-309 fills timing gaps in goods contracts. Subsection (1): if the time for delivery or any other action is not specified, it is a reasonable time. Subsection (2): a contract that is indefinite in duration is valid for a reasonable time but may be terminated by either party on reasonable notification. Subsection (3): termination of a contract by one party requires reasonable advance notice to the other party, and a term purporting to permit termination without reasonable notification is unenforceable to the extent it is unconscionable.
The doctrinal work is parallel to UCC § 2-305's open-price rule: rather than voiding contracts with timing gaps, § 2-309 fills them with reasonableness standards. For a course primarily about common law contracts, § 2-309 matters because it illustrates how the UCC handles indefiniteness as an operational rather than a formation problem, and because the termination-with-notice requirement in subsections (2)-(3) has no clear R2d equivalent.
Paradigm for § 2-309(1): A and B contract for the sale of widgets but name no delivery date. A owes delivery within a reasonable time — the court looks to the parties' prior dealings, trade usage, and the circumstances. Paradigm for § 2-309(2): A supplier and retailer have an ongoing supply arrangement with no end date. Either party may terminate, but only on reasonable notice; a clause purporting to allow termination without any notice may be unconscionable.
Students applying common law rules expect a missing time term to make the contract unenforceable for indefiniteness. Ask: does R2d § 33 require specification of delivery time? Then compare § 2-309's approach. The contrast reinforces that the UCC's general philosophy — fill gaps with commercial standards rather than invalidate — diverges from (and frequently displaces) the stricter common law approach.
Connect to UCC § 2-305 (open price), R2d § 33 (certainty and definiteness), and the Chapter 5 materials on termination of offers. Section 2-309 belongs in the Chapter 5 rules block because it addresses timing gaps that arise at the offer-and-acceptance stage as well as the performance stage.
Text
UCC § 2-309. Absence of Specific Time Provisions; Notice of Termination.
(1) The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time.
(2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.
(3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
Source: UCC Article 2 (post-2022 amendments), as in the LawJ statutory corpus.