Heading: Sylvan Crest Sand & Gravel Co. V United States. US Circuit Court of Appeals, 2d Cir., 1945. 150 F.2d 642. P 31

Facts: - P entered into a contract with D agreeing to deliver a trap rock to an airport project

Procedure: P sued D for damages for breach of contract in District Court. D moved to dismiss on action for failure to state a claim, and requested a grant of summary judgement on grounds that no genuine issue existed. Summary judgement was granted and P appealed.

Issue: Is there a breach of contract on the part of D by failing to follow through on the order of trap rock from P within a reasonable amount of time, or was this just an exercise of the clause contained in the contract stating that cancellation may be effective at any time? Did the US make a promise that was broken?

Rule: Upon entering into a contract both parties must follow through with what was agreed, or else give reasonable notice to the other of intent to break the contract. Contracts are two sided in that restrictions that are placed on one party must also be placed on the other.

Holding: Although the contract did not include cancellation within a reasonable amount of time, it was implied and therefore there was a breach of contract in that D did not cancel the trap rock delivery in a reasonable amount of time after the acceptance of the contract.

Rationale: It is clear from the facts both parties supposed they were entering into an enforceable contract. A promise by D to pay the stated price was implied. Likewise, the P made a promise to deliver rock at the stated price. The D’s power of cancellation could not have been unrestricted and was not exercised simply by failure to give delivery orders. It is unjust and unreasonable to think D could cancel at ANY time. The contract should have read "give notice of cancellation within reasonable time after date of its acceptance."