In this installment of our Transaction Tip series, we share a list of some questions to consider when drafting and revising notice provisions in contracts.
- Are the maximum number of delivery options included? Overnight courier (without naming a specific courier), hand delivery, certified mail, fax and/or email are commonly included. In all cases, it is always best to make sure hand delivery is an option for possible emergency situations.
- Have all parties included an address where overnight courier and certified mail can actually be delivered? For example, Federal Express may not deliver to a P.O. Box address. Some institutions have extremely long addresses including a mailstop – which may create problems for overnight courier. To be sure, it is wise to run addresses through a hypothetical Federal Express label process before signing a contract.
- Does the notice provision provide that notices are effective when received or delivered? If receipt or delivery is a trigger, what happens when a party refuses delivery? Does the notice provision address refusal to accept delivery of a notice?
- Most notice provisions provide that a party can change an address set forth in a notice provision so long as they deliver notice to everyone. Does this permit a party to avoid receiving notices if they change an address to an address that is impossible to deliver overnight mail to?
When possible, send notices with critical impact in more than one method set forth in a notice provision. Additionally, when a contract provides that notice must be sent before one or more defaults are declared (particularly when a payment default requires notice) carefully consider the strength of your notice provision.
What are your best tips for notice provisions? We love to hear from our contacts and clients. Email firstname.lastname@example.org to discuss further!