The section called “Notices” that is typically found at the end of most contracts with other miscellaneous provisions is often overlooked as “boilerplate” contract language, but you would be wise not to ignore it. If overlooked, something in the Notices section could leave you unprotected.
The purpose of the Notices section is to prevent potential disputes by clearly defining what constitutes legally binding notice. There are several common circumstances where proper notice can be vitally important:
Assigning/amending a contract. The ability for parties to amend a contract or assign it to a third party usually requires the consent of one or both parties. The Notices provision will dictate how consent should be properly conveyed (usually written).
Contract defaults. Notice is key to provisions dealing with breach and default. Usually, a default is handled by providing a certain period of time to cure the default. The non-breaching party provides a written notice to the breaching party detailing the default. If the breaching party does not cure the default within the given time limit, the agreement may be terminated.
Offer acceptance/rejection. The valid acceptance of an offer notice requires parties to agree to all the terms as written, without any changes or conditions. If changes are suggested, the initial offer is considered to be rejected and a counteroffer proposed. If the party making the offer requires acceptance in an agreed-upon manner, it must be accepted in that manner or that party can reject the acceptance.
Term renewals. Conditions for renewing an agreement for successive or additional terms can be structured for automatic renewal unless one party delivers a proper termination notice by a specified date, or can provide that the contract will automatically terminate unless one party delivers an extension notice to the other party by a specific date.
Termination. Parties can agree to terminate a contract in several ways, and it is common for termination provisions to require that one (or either) party provide a termination notice. That notice can be delivered at any time, or include timing or other restrictions.
Contract law can be complex. Skilled representation is necessary. Williams Mestaz, L.L.P., is a law firm with decades of experience in aviation law, business divorce, and high stakes litigation. Contact us at (602) 256-9400 and schedule a time to meet with us today.