MBE Rules · Contracts
Duration and Termination
UCC §2-309
The rule
Contracts silent on duration last a reasonable time and are terminable at will with reasonable notice; termination clauses dispensing with notice are policed by unconscionability.
In plain English
If a contract does not specify how long it lasts, it is assumed to continue for a reasonable amount of time and can be ended by either party with reasonable notice. However, if a contract includes a termination clause that eliminates the need for notice, it may be considered unconscionable and thus unenforceable.
Worked example
Alice and Bob enter into a service contract that does not specify a duration. After six months, Alice decides she no longer needs Bob's services and informs him she is terminating the contract immediately. Bob argues that he should have received reasonable notice, but since the contract was silent on duration, Alice's termination is valid as long as it was reasonable.
Memory hook
Silent contracts last a reasonable time but can be ended at will.
The trap
Exams may present scenarios where a party tries to terminate a contract without notice, leading students to overlook the reasonableness standard.
How examiners test it
Questions often involve a situation where one party attempts to terminate a silent contract, testing the candidate's understanding of reasonable notice and unconscionability.
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