Notice to Cure
Notice to Cure Generator
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Notices to cure are unilateral communications. Signing adds formality but is not legally required.
Sample Notice to Cure Generated by Legal Tank
Notice to Cure
Default Identification
NOTICE IS HEREBY GIVEN to [Defaulting Party's Full Name] ("Defaulting Party") by [Non-Defaulting Party's Full Name] ("Non-Defaulting Party") that Defaulting Party is in material default under that certain [Agreement / Lease / Contract] dated [____________] between the parties (the "Agreement"). The default consists of the following breach(es): (a) [describe breach 1 with specificity, including applicable Agreement section]; (b) [describe breach 2 with specificity]; and (c) [describe breach 3 with specificity]. Non-Defaulting Party reserves all rights under the Agreement, at law, and in equity, including without limitation the right to terminate the Agreement upon failure to cure as specified herein.
The Agreement requires Defaulting Party to [describe contractual obligation(s)] pursuant to Section [____]. As of the date of this Notice, Defaulting Party has [failed to pay the sum of $[____________] due on [____________] / failed to perform [describe obligation] / materially violated the covenant set forth in Section [____] by [describe violation]]. Non-Defaulting Party has made demand for performance on [____________] and [again on [____________]] without success. This Notice is provided in strict compliance with the notice and cure provisions of the Agreement and applicable law.
Cure Period and Requirements
Pursuant to Section [____] of the Agreement [and applicable state law], Defaulting Party is hereby afforded [____] days from the date of this Notice (the "Cure Period") within which to fully cure each default identified herein. To cure the default, Defaulting Party must, on or before [____________] (the "Cure Deadline"): (a) [pay the sum of $[____________] in immediately available funds to Non-Defaulting Party at [____________] / perform the obligation described above in full compliance with the Agreement]; (b) provide written evidence of cure to Non-Defaulting Party; and (c) reimburse Non-Defaulting Party for all reasonable costs and expenses, including attorneys' fees, incurred as a result of the default.
Cure must be complete, unconditional, and in strict conformity with the requirements of the Agreement. A partial cure or a cure that does not address all identified defaults shall not be deemed a cure for purposes of this Notice. If Defaulting Party disputes the existence of any default identified herein, Defaulting Party shall provide written notice of such dispute to Non-Defaulting Party within [____] days of this Notice, identifying the specific basis for the dispute with particularity. Failure to timely dispute shall constitute an acknowledgment that the identified default exists.
Consequences of Failure to Cure
IF DEFAULTING PARTY FAILS TO FULLY CURE EACH AND EVERY DEFAULT IDENTIFIED IN THIS NOTICE WITHIN THE CURE PERIOD, Non-Defaulting Party shall, without further notice or demand, be entitled to exercise any or all of the following remedies: (a) terminate the Agreement immediately upon written notice to Defaulting Party; (b) pursue all monetary damages arising from the default and any subsequent breach, including direct damages, consequential damages, and incidental damages; (c) seek injunctive relief and other equitable remedies to prevent ongoing harm; (d) recover all attorneys' fees and costs incurred in connection with the enforcement of the Agreement; and (e) pursue such other remedies as may be available under applicable law or equity.
Non-Defaulting Party's issuance of this Notice shall not constitute a waiver of any prior default or a forbearance from exercising remedies upon any future default. Non-Defaulting Party expressly reserves all rights, remedies, and defenses available under the Agreement, at law, and in equity, including the right to seek specific performance, and no action or inaction by Non-Defaulting Party prior to or following this Notice shall be construed as a waiver of any such right or remedy unless expressly stated in a written instrument signed by an authorized representative of Non-Defaulting Party.
What Is a Notice to Cure?
A notice to cure is a formal written demand served by a non-breaching party on a breaching party, notifying them of a specific contract violation and providing a defined period of time within which to remedy (cure) the breach before the non-breaching party exercises contractual or legal remedies such as termination, damages, or specific performance. The notice to cure is a foundational instrument of contract law because it provides the breaching party with fair notice and a genuine opportunity to preserve the contractual relationship by correcting the deficiency. In many contracts and under many state statutes, sending a notice to cure is a mandatory prerequisite to terminating a contract or pursuing legal action for breach, failure to provide the required notice before termination can itself constitute a breach by the terminating party.
The concept of cure in contract law reflects the legal system's preference for preserving contractual relationships and avoiding the economic waste that results from unnecessary termination. Under the Uniform Commercial Code (UCC) § 2-508, which governs the sale of goods, a seller who delivers non-conforming goods has a right to cure if the time for performance has not yet expired, and may have an additional right to cure after expiration if the seller had reasonable grounds to believe the tender would be acceptable. Outside the UCC, the right to cure is governed primarily by the contract itself, most well-drafted commercial agreements include an explicit cure provision that specifies the type of notice required, the cure period, and what constitutes an adequate cure. When the contract is silent on cure rights, courts in most jurisdictions still require that the non-breaching party provide reasonable notice and opportunity to cure before terminating for a non-material breach.
The notice to cure must identify the specific breach with enough detail for the breaching party to understand exactly what they must do to remedy the problem. Vague notices that simply state "you are in breach of the agreement" without identifying the specific provision violated and the specific conduct constituting the breach are generally insufficient. The notice should reference the exact contract provision that has been violated, describe the specific conduct or omission that constitutes the breach, identify the cure period as specified in the contract or as otherwise reasonable under the circumstances, and state the consequences of failure to cure within the specified period. In the landlord-tenant context, a notice to cure functions similarly to a cure or quit notice, which gives a tenant a specified number of days to correct a lease violation or face eviction proceedings.
What constitutes an adequate cure depends on the nature of the breach and the requirements of the contract. For a breach involving failure to make a payment, cure typically requires payment of the full amount due plus any contractually authorized late charges or interest within the cure period. For a breach involving failure to perform a service or deliver goods, cure requires complete performance that meets the contract specifications. For a breach involving a prohibited activity (such as a lease violation for unauthorized pets or noise complaints), cure requires cessation of the prohibited activity and, where applicable, remediation of any damage caused. Courts evaluate whether a cure was adequate by asking whether the breaching party's corrective action substantially restored the non-breaching party to the position it would have been in had no breach occurred.
Why You Need a Notice to Cure
The other party to your contract has failed to perform a material obligation, missed a payment, failed to deliver goods or services, violated a restrictive covenant, or breached any other contractual provision, and your contract requires you to provide written notice and an opportunity to cure before you can terminate or pursue legal remedies. The notice to cure is the mandatory first step in the termination process.
You are a landlord and your tenant has violated a lease provision other than nonpayment of rent, unauthorized occupants, prohibited pets, excessive noise, unauthorized alterations, or failure to maintain the premises. Most states require a written cure or quit notice before you can initiate eviction proceedings for curable lease violations.
You want to preserve the contractual relationship while putting the breaching party on formal notice that their performance is deficient. The notice to cure communicates the seriousness of the breach, provides a clear deadline for correction, and creates a documented record that you provided every reasonable opportunity before considering termination.
You are building a litigation record in anticipation of a potential breach of contract lawsuit. Serving a notice to cure establishes that you acted in good faith, provided reasonable notice, and gave the breaching party a genuine opportunity to perform before you suffered further damages. Courts view failure to provide notice-and-cure opportunities negatively when evaluating claims for termination damages.
Key Sections in a Notice to Cure
Identification of the Contract and Parties
The notice must identify the specific contract at issue by its title, date of execution, and the names of all parties. If the contract has been amended, identify the amendment as well. This section should also reference the specific provision or provisions that have been breached, quoting the relevant language if practical. Clear identification prevents the breaching party from claiming confusion about which agreement or which obligation is at issue.
Description of the Breach
This section must describe the specific conduct, omission, or condition that constitutes the breach. Be factual and specific, rather than stating "you have failed to maintain the property," state "the exterior paint on the south-facing wall has peeled to bare wood over approximately 200 square feet, violating Section 7.2 of the lease requiring tenant to maintain the exterior in good condition." Specificity is important both to ensure the breaching party understands what must be corrected and to create a clear record for potential litigation.
Cure Period and Deadline
State the number of days the breaching party has to cure the breach, referencing the contractual cure provision if one exists. If the contract specifies a cure period (commonly 10, 15, or 30 days for commercial contracts), use that period. If the contract is silent, state a period that is reasonable under the circumstances, courts evaluate reasonableness based on the nature and complexity of the cure required, industry standards, and the prejudice to the non-breaching party from delay. Include the specific calendar date by which cure must be completed.
Description of Required Cure
Specify exactly what the breaching party must do to cure the breach. For payment defaults, state the exact amount due including any contractually authorized late fees or interest. For performance failures, describe the specific work or action required. For prohibited conduct, state that the conduct must cease immediately and describe any remediation required. This section prevents disputes about whether the breaching party's corrective action was sufficient.
Consequences of Failure to Cure
Clearly state what will happen if the breach is not cured within the specified period. Typical consequences include termination of the contract, acceleration of all amounts due, forfeiture of deposits or retainers, pursuit of damages in court, or exercise of other contractual remedies. Reference the specific contract provision that authorizes the stated consequences. This section serves both as a warning and as documentation that the breaching party was informed of the consequences before they materialized.
Reservation of Rights
Include a reservation of rights clause stating that the notice to cure does not waive any rights or remedies available to the non-breaching party under the contract or applicable law, whether or not the breach is cured. This is important because sending a notice to cure could otherwise be interpreted as a waiver of the right to pursue damages for the breach itself, even if the breach is cured. The reservation preserves the non-breaching party's right to seek damages for losses already incurred due to the breach.
Notice to Cure Legal Requirements
When a contract contains an express cure provision, the non-breaching party must strictly comply with the notice and cure requirements specified in that provision. Courts treat contractual cure provisions as conditions precedent to termination, failure to comply means the termination was improper regardless of the underlying breach.
Under UCC § 2-508, a seller of goods has a statutory right to cure a non-conforming tender if the time for performance has not yet expired, or if the seller had reasonable grounds to believe the tender would be acceptable. This right exists regardless of whether the contract includes a cure provision.
The Restatement (Second) of Contracts § 241 provides factors for determining whether a breach is material enough to justify termination without an opportunity to cure: the extent of deprivation of the expected benefit, the adequacy of potential compensation, the extent of part performance, the likelihood of cure, and the breaching party's good faith.
In landlord-tenant relationships, state statutes typically mandate specific notice-to-cure periods for different types of lease violations. For example, many states require 10 to 30 days for curable lease violations, with shorter periods (3 to 5 days) for particularly egregious violations such as illegal activity.
Contract notice provisions that specify the method and address for notices create strict compliance requirements. Under established contract law principles, notice sent to the wrong address or by the wrong method may be ineffective even if the breaching party actually received it, though some courts apply a "substantial compliance" standard.
Many jurisdictions require that the non-breaching party act in good faith when providing notice to cure. This means the cure period must be genuinely reasonable, the description of required cure must be achievable, and the non-breaching party must not deliberately set conditions that make cure impossible.
Common Notice to Cure Mistakes to Avoid
Failing to reference the specific contract provision that requires notice and an opportunity to cure before termination. If you terminate a contract without complying with the contractual cure provision, your termination may itself constitute a breach, exposing you to liability for wrongful termination damages.
Providing a cure period that is shorter than what the contract specifies. If the contract provides for a 30-day cure period and your notice gives only 10 days, the notice is defective and any termination based on it will likely be found invalid by a court.
Describing the breach in vague or general terms that do not give the breaching party clear notice of what must be corrected. A notice that states "you are in material breach" without identifying the specific breach is insufficient in most jurisdictions and will not satisfy the contractual notice-and-cure requirement.
Sending the notice through a method not authorized by the contract's notice provision. Most commercial contracts include a notices clause specifying the required method of delivery (certified mail, overnight courier, personal delivery) and the address to which notices must be sent. Using an unauthorized method, such as email when the contract requires certified mail, may invalidate the notice.
Terminating the contract before the cure period has fully expired. Even if you believe the breach is incurable or that the breaching party has no intention of curing, you must wait until the full cure period has elapsed before exercising termination rights. Premature termination is a common basis for wrongful termination claims.
Failing to document the breaching party's cure efforts (or lack thereof) during the cure period. If the matter proceeds to litigation, you will need to prove that the breach was not cured within the specified period. Keep records of inspections, communications, and any partial cure attempts.
Frequently Asked Questions About Notice to Cures
What is a notice to cure?
What should a notice to cure include?
How long does a notice to cure give to fix a breach?
What happens if a party fails to cure a breach?
What is the difference between a notice to cure and a notice to quit?
Does a notice to cure need to be sent by certified mail?
Can a notice to cure be used in a commercial lease?
What is a cure period in a contract?
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