Sylvan Crest Sand & Gravel Co. v. United States

150 F.2d 642 (2d Cir. 1945)

 

RULE:

The words "cancellation may be effected at any time" imply affirmative action, namely, the giving of notice of intent to cancel.

FACTS:

Plaintiff contracted with defendant for the delivery of trap rock to an airport construction site. Plaintiff brought a breach of contract action after defendant refused to request or accept delivery of the rock within a reasonable time. The court held that when contracts lacked specific details for the time of delivery and delivery instructions, delivery within a reasonable time and a promise to give instructions were implied. The fact that the contracts allowed for cancellation at any time did not render them illusory, because defendant had alternatives, to either give delivery instructions or notice of cancellation within a reasonable time, that were alone sufficient consideration

ISSUE:

 Is a contract considered void for lack of consideration when it allows cancellation at any time?

ANSWER:

No.

CONCLUSION:

Although the Acceptance contains no promissory words, it is conceded that a promise by the defendant to pay the stated price for rock delivered is to be implied. Since no precise time for delivery was specified, the implication is that delivery within a reasonable time was contemplated. This is corroborated by the express provision that the rock was 'to be delivered to the project as required. Delivery to start immediately.' There is also to be implied a promise to give delivery instructions; nothing in the language of the contracts indicates that performance by the plaintiff was to be conditional upon the exercise of the defendant's discretion in giving such instructions. A more reasonable interpretation is that the defendant was placed under an obligation to give instructions for delivery from time to time when trap rock was required at the project. Such were the duties of the defendant, unless the cancellation clause precludes such a construction of the document.

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