In some cases, the law may supply missing nonessential details of a contract by construction. See Siegal v Sharrard, 276 Mich 668, 673; 268 NW 775 (1936) ("Where no time for payment is stated [in a contract], the law will presume a reasonable time."). Yet, an enforceable contract does not exist if the parties have left open matters for future negotiation and there is no "method of determining the terms of the contract either by examining the agreement itself or by other usage or custom that is independent of a party's mere 'wish, will and desire.' "
When no time for payment is specified, the law will presume a reasonable time. Siegel v Sharrard, 276 Mich. 668, 672; 268 N.W. 775 (1936). Cf. St James v Erskine, 155 Mich. 606; 119 N.W. 897 (1909).
Furthermore, our Supreme Court has held that where there is no time stated for payment of a mortgage loan, the law presumes payment in a reasonable time. Siegel v. Sharrard , 276 Mich. 668, 672-673, 268 N.W. 775 (1936) ("While there was no agreement as to the time of payment, it cannot be assumed that the loan was to go on forever .... Where no time for payment is stated, the law will presume a reasonable time."). Similarly, it was appropriate for the trial court to conclude in this case that a reasonable time for repayment was when defendant was able to repay the loan.
Regardless of the accuracy of the Court's expressed opinion that at that time (1883) there was no known or recognized custom to fix the time for payment when not expressed in the memorandum (but see Stange v. Wilson, 17 Mich. 342, decided in 1868), the situation is otherwise today and has been so recognized by this Court. See Pierson v. Davidson, 252 Mich. 319; Siegel v. Sharrard, 276 Mich. 668; Brady v. Central Excavators, Inc., 316 Mich. 594; also, Ullsperger v. Meyer, 217 Ill. 262 ( 75 N.E. 482, 2 LRA NS 221, 3 Ann Cas 1032), in which it is held that when a contract is silent as to time of performance or payment, absent any expression of a contrary intent, the law will presume a reasonable time. And it was on the basis of that presumption that this Court, in its 1903 decision in Mull v. Smith, 132 Mich. 618, held memoranda sufficient under the statute of frauds, as evidence of an agreement to sell land, even though they did not mention the time for payment of the balance of the purchase price.
As the promises and performances to be rendered by each party are set forth with reasonable certainty, the agreement does not fail for indefiniteness. Restatement, Contracts, § 32; 1 Williston on Contracts (Rev. Ed.), § 37. So long as the essentials are defined by the parties themselves, the law supplies the missing details by construction. See Waites v. Miller, supra; Siegel v. Sharrard, 276 Mich. 668; 1 Williston on Contracts (Rev. Ed.), § 37 et seq.; Restatement, Contracts, § 32. The fact that part of the subject matter of the agreement, the pension, trust plan, is not set forth does not militate against a conclusion that the minds had met, even though there must be resort to testimony dehors the instrument to reveal what was the plan to which their writing had reference. The subject matter of which the instrument speaks may be identified by evidence aliunde without infringing the rule which precludes contradiction or variance of the writing by parole.
Several cases dealing with the question of the proper time for performance or payment under a contract have been decided by our Supreme Court and by this Court and have held that where a contract is silent in regard thereto, a reasonable time will be implied from all of the facts and circumstances of the particular case.Stange v. Wilson (1868), 17 Mich. 342; Ferguson v. Arthur (1901), 128 Mich. 297; Pierson v. Davidson (1930), 252 Mich. 319; Siegel v. Sharrard (1936), 276 Mich. 668; Brady v. Central Excavators, Inc. (1947), 316 Mich. 594; Duke v. Miller (1959), 355 Mich. 540; Goslin v. Goslin (1963), 369 Mich. 372; Thornton Construction Company, Inc., v. Mackinac Aggregates Corporation (1968), 9 Mich. App. 467; Levine v. Johnson (1968), 10 Mich. App. 152; Kiff Contractors, Inc., v. Beeman (1968), 10 Mich. App. 207. As the trial court properly found in the case at hand, there was no showing that plaintiff's Potawatomie Woods treatment plant was not functioning properly when abandoned, nor that plaintiff's plant could not have been enlarged or converted to include secondary treatment facilities.