contract-law breach-of-contract
Unreasonable Time After ETA
<p>Ordered a sofa set from a furniture store with an ETA of March 25th. The contract I signed said that ETA are just that, just estimates. It is not beginning of May and the store has not provided an updated ETA and no option to cancel the order without a 30% cancelation fee. At what point passed the original ETA is the contract still valid? When I spoke the manager, she told me that she's had customers who had to wait years to get their stuff, and didn't seem bothered by that fact.</p>

<blockquote>
<p>At what point passed the original ETA is the contract still valid?</p>
</blockquote>
<p>There is no hard limit or deadline other than the one (if any) the contract itself provides. The contract remains valid regardless of a party's breach or non-performance.</p>
<p>The remedies that would be available to you are in the form of rescinding the contract --without having to pay the cancellation fee--, or forcing the store to deliver the furniture soon. The longer the delay, the clearer your entitlement to either remedy.</p>
<p>The manager's allegation about other customers is unavailing:</p>
<ul>
<li>Your description does not reflect that the contract or estimates are in terms of the delay that non-parties tolerated. Their contracts are totally unrelated to yours. The contracts might not even be comparable.</li>
<li>The purpose of estimates is to give the counterparty some rough information that is known to likely influence his decision-making. Accordingly, a huge departure from the estimate supports the finding that the store deprived you of information that was material to your decision. The store's failure to timely inform you strikes the contract law tenet that you entered the contract <em>knowingly</em>. Furthermore, the store's deliberate act of specifying even the day of the month [mis-]led you to rule out that the delivery might actually take years.</li>
<li>Typically furniture is purchased with the expectation of being able to <em>start</em> using it relatively soon, not years later.</li>
</ul>
<p>In addition to breach of contract, the store might also be in violation of statutes against unfair and misleading practices.</p>

<h2>The contract is valid until it is terminated or completed</h2>
<p>Terms of a contract are divided into three categories: conditions, warranties and intermediate terms. Breach of a term allows the innocent party to sue for damages and terminate the contract, breach of a warranty allows damages but not termination and intermediate terms may be conditions or warranties depending on the egregiousness of the breach.</p>
<p>Time, unless the contract provides otherwise, is an intermediate term.</p>
<p>That means if the store has not delivered by the time stipulated in the contract (or a reasonable time if there is no stipulation) they are in breach and you may sue them for the damage you have suffered. If the delay persists for so long that the breach becomes egregious, you may also terminate the contract.</p>
<p>What is a reasonable time depends on the product: for a cup of espresso it's a few minutes, for a nuclear submarine it's a few decades and, for a sofa, it's a few months but probably less than a year. Given that the current delay is about a month and a half, it's arguable that the store is not yet in breach at all. In any event, you would only be clearly entitled to terminate if the delay stretched for at least the time that you were initially quoted and possibly much longer than that.</p>
<h2>Misrepresentation</h2>
<p>It's possible that you could successfully argue that the contract is void from the beginning if you can prove that you only entered it due to the store's representation that it would be delivered near the end of March.</p>
<p>To do this, you would need to prove that the store had made the representation beyond the ETA in the contract - because that is clearly a qualified representation. For example, if you had specifically asked about how likely it was they would hit the ETA and how much of a delay you could expect if they didn't. If you could demonstrate that you chose this sofa over another (preferably a cheaper one) because this one had an earlier delivery time, that would help. Note that proving that means relying on what you can demonstrate happened then, not an &quot;if I knew then what I know now&quot; situation.</p>
<p>Even better if you could prove that the store knew or should reasonably have known (e.g. because they rarely hit their ETAs) that the ETA was not really a genuine estimate then we start to cross into fraudulent misrepresentation which allows you to recover damages as well as voiding the contract.</p>
<h2>Consumer Protection Law</h2>
<p>You don't say where you are but there are probably consumer protection laws that can help you.</p>
