Iowa Code

Iowa Code § 554.2309 (2026)

Absence of specific time provisions — notice of termination

✓ current as of July 2026

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1. The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time.

2. Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.

3. Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable. [C24, 27, 31, 35, 39, §9972, 9974, 9976, 9977; C46, 50, 54, 58, 62, §554.44, 554.46, 554.48, 554.49; C66, 71, 73, 75, 77, 79, 81, §554.2309] \n

Notes of Decisions

Cited in 4 cases, 1979–2016 · leading case: Delta Servs. & Equip., Inc. v. Ryko Mfg. Co., 908 F.2d 7 (5th Cir. 1990).

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Delta Servs. & Equip., Inc. v. Ryko Mfg. Co., 908 F.2d 7 (5th Cir. 1990). · cites it 3× “Iowa Code Ann. § 554.2309 (2), (3) (emphasis added).”

Corenswet, Inc. v. Amana Refrigeration, Inc., 594 F.2d 129 (5th Cir. 1979). “Iowa Code Ann. § 554.2309 (2). The division in the authorities, then, is between those courts that hold that the Code’s general good faith obligation overrides the specific rule of section 2-309(2) as applied to distributorship or franchise agreements, and those that give…”

Virgil Johnson & Virgil Johnson Trucking v. Associated Milk Producers, Inc., 886 N.W.2d 384 (Iowa 2016). “"Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.”

Amended December 23, 2016 Virgil Johnson & Virgil Johnson Trucking v. Associated Milk Producers, Inc. (Iowa 2016). “” Iowa Code § 554.2309 (2013). 13 contract was at will; accordingly, we apply the rule governing modification of at-will contracts.”

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