If the contract specifies no time, the law implies that it shall be performed within a reasonable time; (m) and will not permit * this implication to be rebutted by extrinsic testimony going to fix a definite term, because this varies the contract. (n) What is a reasonable time is a question of law. (o)

(m) Sansom v. Rhodes, 8 Scott, 544. In this case the defendant put up property for sale by public auction on the 18th September, subject (amongst others) to the following conditions: that the purchaser should pay down a deposit of 10 per cent, and sign an agreement for payment of the remainder of the purchase-money on or before the 28th November; that a proper abstract should be delivered within fourteen days from the day of the sale, and a good title deduced at the vendor's expense, having regard to the conditions; the conveyance to be prepared by and at the expense of the purchaser, and left at the office of the vendor's solicitors for execution on or before the 10th November; and that all objections to the title should be communicated to the vendor's solicitors within twenty-eight days after the delivery of the abstract. In an action by the purchaser to recover back the deposit, on the ground that the vendor had not deduced a good title by the 28th of November: Held, on special demurrer, that the declaration was bad for not averring that a reasonable time for deducing a good title had elapsed before the commencement of the action, the conditions of sale naming no specific time for that purpose. Tindal, C. J., said: "There does not appear on the face of the declaration to have been any express stipulation that the vendor should deduce a good title by any specific time; and, if no express time was stipulated, the law will in this, as in every other case, imply that a reasonable time was intended. Inasmuch, however, as it is not alleged in the declaration that a reasonable time for deducing a good title had elapsed, I think the demurrer must prevail, and consequently, that the defendant is entitled to judgment." Atwood v. Cobb, 16 Pick. 227; Roberts v. Beatty, 2 Penn. 63; Philips v. Morrison, 3 Bibb, 105; Cocker v. Franklin Man. Co. 3 Sumner, 530; Atkinson v. Brown, 20 Me. 67. And see ante, p. * 535, n. (c).

(n) Shaw, C. J., in Atwood v. Cobb, 16 Pick. 227. Unless it be in connection with other facts, as tending to show what is a reasonable time under the circumstances of the case. Cocker v. Franklin Man. Co. 3 Sumner, 530; Davis v. Tallcot, 2 Kern. 184; Ellis v. Thompson, 3 M. & W. 445. And see ante, p. * 552, n. (e).

(o) Stodden v. Harvey, Cro. Jac. 204, where the court held, that the executor of a lessee for life had a reasonable time after his death to remove his goods, and that six days was reasonable. So in Ellis v. Paige, 1 Pick. 43, it was considered as a question for the court, what was a reasonable time for a tenant at will to quit after receiving notice, and that ten days were not enough. And where the maker of a note deposited goods with the holder to be sold to pay it, the court held, that a sale several years afterwards was not within a reasonable time. Porter v. Blood, 5 Pick. 54. Likewise in Doe v. Smith, 2 T. R. 436, where a lessor reserved in the lease a right for his son to terminate the lease, and to take possession upon coming of age, the court determined, that a week or a fortnight after coming of age would have been a reasonable time, but that a year was not. On the same principle it has been held to be a question for the court, whether notice of abandonment was given within a reasonable time after intelligence of the loss, and that five days was an unreasonable delay. Hunt v. Royal Exch. Ass. Co. 5 M. & S. 47. In Atwood v. Clark, 2 Greenl. 249, the purchaser of a crate of ware was to furnish the vendor with a list of the broken articles; and it was held, that the court must decide whether it was or was not done in a reasonable time. See also Murry v. Smith, 1 Hawks, 41; Kingsley v. Wallis, 14 Me. 57. It is not always a question for the court what is reasonable time; for if the facts are not clearly established, or if the question of time depends upon other controverted facts, or where the motives of the party enter into the question, it has been said that the whole must necessarily be submitted to a jury. Hill v. Hobart, 16 Me. 164; Greene v. Dingley, 24 Me. 131. See also Cocker v. Franklin Man. Co. 3 Sumner, 530, and Ellis v. Thompson, 3 M. & W. 445, for instances of reaAnd if the contract specify a place in which articles shall be delivered, but not a time, this means that they are deliverable on demand; but the demand must be sufficient to enable the promisor to have the articles at the appointed place with reasonable convenience. (p) If any period, as a month, be expressed, the promisor has a right to the whole of it. There is, perhaps, no exact definition, and no precise standard of reasonable time. The true rule * must be, that that is a reasonable time which pre serves to each party the rights and advantages he possesses, and protects each party from losses that he ought not to suffer. Thus, in a case of guaranty, if the principal fails to pay when he should, the guarantor must be informed of the failure within a reasonable time; that is to say, soon enough to give him such opportunities as he ought to have to save himself from loss. If, therefore, the notice be delayed but a short time, but by reason of the delay the guarantor loses the opportunity of obtaining indemnity, and is irreparably damaged, he would be discharged from his obligation. But if the delay were for a long period, for months, and possibly for years, and it was nevertheless clear that the guarantor could have derived no benefit from an earlier notice, the delay would not impair his obligation. (y) And if the time be fixed by reference to a future event, the promisor has a right to all the time requisite for the happening of that event in the fullest and most perfect manner. (r)