Contracts regularly create an obligation that must be done “promptly,” such as: “Seller must promptly notify Buyer in writing when xyz occurs…” Promptness is a legally flexible term. Some cases have interpreted the word and found that “promptly” means some more definite and shorter timeframe than “within a reasonable amount of time” and using the term “promptly” implies quickness or expeditious action. [See City of Pendleton v. Jeffery & Bufton, 188 P. 176 (Or. 1920).]. Alternately, courts nationwide have interpreted the term to mean “nothing more nor less than reasonable time – the latter term being a relative one, and its meaning dependent upon the circumstances.” [State v. Chesson, 948 So. 2d 566 (Ala. Civ. App 2006) quoting Moynes v. State, 555 So.2d 1086, 1088 (Ala. Civ. App. 1989); see also Doe Fund, Inc. v. Royal Indemnity Co., 825 N.Y.S.2d 450, 451 (N.Y. App. Div. 2006)]. Reasonability of the response is a blurry fog of law. When a Seller is out of town on an Alaskan camping trip and has no internet, is that Seller’s delay of two weeks before responding to Buyer’s email reasonable? No one can say for sure, it really depends on the circumstances. Oregon REALTORS® Forms predefined the term “Promptly” within the forms to eradicate some of the uncertainty caused by the term.
For the Oregon REALTORS® Forms, “Promptly” means “as soon as is practicable and no more than two business days.” If someone is not able to do something within two business days, it was not done promptly under the Oregon REALTORS® Form terms. For Oregon REALTOR® Forms, the Seller going on the Alaskan camping trip needs to have someone manning their legal obligations while they are out of range.