jury found that by reason of the lateness it was an unreasonable time of day for the tender of the oil (a). purpose, time ap ance. Where money is to be paid, or goods are to be delivered, Where no or any other act is to be done, and no time is appointed for pointed for that the law implies that it is to be done at a rea- perform. sonable time according to the circumstances (b). Thus, where a vendor is bound by conditions of sale to deduce a good title, but no precise time is fixed within which it is to be done, he is not in default until after the lapse of a reasonable time (c). A common carrier of goods, in the absence of express stipulation as to the time of delivering the goods, contracts to carry and deliver the goods within a reasonable time, having regard to all the circumstances of the case (d). A written agreement for a partnership, no time for its commencement being mentioned in the instrument, was held to constitute a partnership commencing immediately from the date of the agreement (e). A bill or note, not expressing any time for payment, is payable on demand (ƒ). In some cases where the time is not expressly settled in the terms of the contract, it is fixed by implication of law arising out of the matter of the contract; thus, a general letting of land, at a yearly rent, without any mention of the duration of the term, creates a tenancy from year to year, determinable by six months' notice on either side before the end of a current year (g). A contract of service for an indefinite time is generally presumed, as a matter of fact, to be a contract for a year; but there is no inflexible rule of law to that effect (h). In the hiring of menial or domestic (a) Startup v. Macdonald, 6 M. & G. 593. (b) Per Rolfe, B., Startup v. Macdonald, 6 M. & G. 593, 610. (c) Sansom v. Rhodes, 6 Bing. N. C. 261. (d) Hales v. London and NorthWestern Ry. Co., 4 B. & S. 66; 32 L. J. Q. B. 292; Taylor v. Great Northern Ry. Co., L. Rep. 1 C. P. 385; 35 L. J. C. P. 210. (e) Williamsv. Jones, 5 B. & C. 108. (f) Whitlock v. Underwood, 2 B. & C. 157. (g) Richardson v. Langridge, 4 Taunt. 128, 131; see 14 M. & W. 687. (h) See per Lord Ellenborough, R. v. Dodderhill, 3 M. & S. 243, 245; per Heath, J., Richardson v. Langridge, 4 Taunt. 128, 131; Beeston v. Collyer, 4 Bing. 309; Fawcett v. Cash, 5 B. & Ad. 904; Baxter v. Nurse, 6 M. & G. 935; Fairman v. Oakford, 5 H. & N. 635; 29 L. J. Ex. 459. Construc tion of con time for perform. ance. servants if no time is specified, the contract is by custom determinable by a month's notice on either side (a). A contract appointed to be performed "directly was tracts as to construed to mean as soon as practicable, or by the earliest opportunity; it was said that it did not necessarily mean immediately, but that it comprehended a certain space of time; and it was held not to be properly described by the phrase "within a reasonable time," as it meant a less protracted interval (b). So, a contract to be performed "forthwith" was held not necessarily to mean immediately (c). Upon a contract to deliver goods "forthwith," the price to be paid within fourteen days from the making of the contract, it was held that the parties intended the goods to be delivered within the fourteen days (d). A contract by a manufacturer to execute an order for iron hoops "6 as soon as possible," was held to mean as soon as he could, and without unreasonable delay, regard being had to his means of business and orders in hand, and without regard to the means of getting them elsewhere (e). A covenant in a bill of sale of goods to pay the sum secured "immediately on demand" was construed to mean within a reasonable time after demand, to be allowed for the debtor to get the money, and to seek the creditor or some one authorized to receive it (ƒ). So, where in a bill of sale it was provided that, if the sum secured was not repaid at the time appointed by a notice to be given in writing, the grantee might enter and seize and sell the goods, it was held that the notice must allow a reasonable time for payment, and that, under the circumstances, half an hour's notice was not reasonable (g). Where a charterparty provides that the ship shall proceed to a port for cargo and then proceed on her voyage (a) Nowlan v. Ablett, 2 C. M. & (c) Roberts v. Brett, 20 C. B. N. S. (d) Staunton v. Wood, 16 Q.B. 638. (e) Attwood v. Emery, 1 C. B. N. S. 110; 26 L. J. C. P. 73. (f) Toms v. Wilson, 4 B. & S. 442, 455; 32 L. J. Q. B. 33; 382. (g) Brighty v. Norton, 3 B. & S. 305; 32 L. J. Q. B. 38. with such cargo, the commencement of the voyage is when the ship starts for the port of loading; and consequently any exceptions in the charterparty of dangers of the seas and navigation apply to that portion of the voyage, as well as after the cargo is on board (a). A warranty given on the sale of a horse in the form "warranted sound for one month was construed to mean a warranty that the horse was sound at the time of the sale, provided complaint of unsoundness was made within one month (b). A deed, in general, bears a date, and it is common in the contents of the deed to refer to the date for the purpose of the computation of time. Where a deed has no date, or an impossible date, and in the deed reference is made to the date, that word is construed to mean the time of the delivery of the deed; but where there is a sensible date, that word occurring in other parts of the deed means the day of the date, and not of the delivery. "If a lease be made by indenture, bearing date the 26th May, etc., to have and to hold for twenty-one years from the date, or from the day of the date, it shall begin on the 27th day of May. If the lease bears date the 26th May, etc., to have and to hold from the making hereof, or from henceforth, it shall begin on the day on which it is delivered, for the words of the indenture are not of any effect till the delivery, and thereby from the making, or from henceforth, take their first effect. But if it be a die confectionis, then it shall begin on the next day after the delivery. If the habendum be for the term of twenty-one years, without mentioning when it shall begin, it shall begin from the delivery, for then the words take effect, as is aforesaid. If an indenture of lease bear date which is void or impossible, as the 30th of February or the 40th of March, if in this case the term be limited to begin from the date, it shall begin from the delivery, as if there had been no date at all" (c). In general, a party executing a deed agrees that the date therein mentioned (a) Barker v. M'Andrew, 18 C. B. N. S. 759; 34 L. J. C. P. 191; Bruce v. Nicolopulo, 11 Ex. 129; 24 L. J. Ex. 321; and see Crow v. Falk, 8 Q. B. 467; Valente v. Gibbs, 6 C. B. N. S. 270; 28 L. J. C. P. 229. (b) Chapman v. Gwyther, L. Rep. 1 Q. B. 463; 35 L. J. Q. B. 142. (c) Co. Lit. 46 b; Clayton's case, 5 Co. 1; Goddard's case, 2 Co. 5. tion of con time. Construc- shall be the date for the purposes of computation (a). A tracts as to Covenant to pay a sum of money with interest" on the 29th day of February now next ensuing" was construed to refer, not to the February in the year next ensuing, (such year not being a leap year), but to the 29th February in the next ensuing leap year (b). Where contracts are appointed to be performed "from the date," or "from the day of the date," or "from" or until some act or event, there appears to be no general rule as to including or excluding the day pointed at; but the computation is to be made according to the reason and circumstances of the particular contract (c). The term "month," used in a contract, is to be taken as a lunar month or a calendar month according to the intention of the parties; but the term is taken prima facie to mean a lunar month, unless the context shows that it was intended to mean a calendar month (d); except in the case of mercantile instruments, where the months are taken by the law merchant to be calendar months (e). Evidence of a usage in a particular trade, business, or place, is admissible to show that the word, as used in a written contract, means calendar month (f); so, that the word "days" means working days (g). In Acts of Parliament the term "month was construed at common law to mean a lunar month, unless the context showed that a calendar month was intended (h.) But this rule has been reversed by the statute 13 Vict. c. 21, s. 4, which enacts"that in all Acts the word 'month' shall be taken to mean calendar month, unless words be added showing (a) Per Bayley, J., Styles v. Wardle, 4 B. & C. 908, 911. (b) Chapman v. Beecham, 3 Q. B. 723. (c) Pugh v. Duke of Leeds, 2 Cowp. (d) Lang v. Gale, 1 M. & S. 111; (e) Per Littledale, J., R. v. Chawton, 1 Q. B. 247, 250; "there is no difference in this respect between what is called close credit, that is on payment by bills, and the case of open credit." Per Parke, B., Webb v. Fairmaner, 3 M. & W. 473, 476. (f) See Simpson v. Margitson, 11 Q. B. 23; Jolly v. Young, 1 Esp. 186. (g) Cochran v. Retberg, 3 Esp. 121; and see ante, p. 118. (h) Crooke v. M'Tavish, 1 Bing. 307; Lacon v. Hooper, 6 T. R. 224; see Catesby's case, 6 Co. 62. lunar month to be intended." In ecclesiastical matters the term month prima facie means calendar month (a). essence of tract. The construction of contracts with regard to the time of Relief in performance is the same in equity and at law; but in some where time equity, cases where a default is made in performance of the contract not of the at the time appointed which would operate as a breach of the conthe contract at law, a court of equity will relieve against the legal consequences of such default, or grant a specific performance of the contract notwithstanding the default, upon equitable terms; in such cases equity is said to consider the time as not of the essence of the contract (b). Thus, in the case of mortgages, courts of equity, regarding the substance of the contract to be the pledge of the estate for the debt, treat the time appointed in the mortgage deed for the repayment of the money, in default of which the estate becomes forfeited at law, as not being of the essence of the contract, and grant relief against the forfeiture upon repayment of the debt and interest (c). So, in the ordinary case of the sale and purchase of an estate, in which a particular day is appointed for the completion of the purchase, courts of equity consider that, the general object of the contract being only the sale of the estate for a given sum of money, the particular day named is not of the essence of the contract, and that the stipulation means, in substance, that the purchase shall be completed within a reasonable time, regard being had to all the circumstances of the case (d). At law, if upon the sale of an estate the contract is not completed in any point by the time appointed, there is a breach of the contract for which an action will lie, notwithstanding that the party in default may subsequently, and (a) Simpson v. Margitson, 11 Q. B. 23, 29; Catesby's case, 6 Co. 62. (b) Lloyd v. Collett, 4 Ves. 690; 4 Bro. C. C. 469; Hipwell v. Knight, 1 Y. & Coll. 415; Parkin v. Thorold, 16 Beav. 59; Roberts v. Berry, 3 De G. M. & G. 284, 289. (c) See per Alderson, B., Hipwell v. Knight, 1 Y. & C. 415; Seton v. Slade, 7 Ves. 265, 273; Parkin v. Thorold, 16 Beav. 59, 68. (d) Seton v. Slade, 7 Ves. 265; |