Notice To Cure Breach Of Contract Template for England and Wales

A notice to cure is a formal written communication from one contracting party to another, identifying a specific breach of contract and specifying a period within which the breaching party must remedy the default. It gives the defaulting party a structured opportunity to fix the problem and can be a contractual or common law step before termination.

There is no general common law requirement to give a cure notice before accepting a repudiatory breach and terminating a contract. However, many contracts include express cure provisions requiring a period of notice before termination is triggered. Where such a clause exists, complying with it is essential to avoid wrongful termination claims.

An effective cure notice should clearly identify the contract, specify the obligation breached, describe the nature of the breach in sufficient detail, state what action is required to remedy it, and set a reasonable deadline. It should also state the consequence of failing to cure, typically that the non-breaching party will terminate or seek damages.

There is no fixed statutory period. Reasonableness depends on the nature of the breach and what is needed to fix it. Courts assess it objectively. Commercial contracts often specify periods of 14 to 30 days. A cure period that is unreasonably short may be challenged, particularly where the remedy requires significant work or procurement.

If the breach is not remedied within the cure period, the non-breaching party typically becomes entitled to terminate the contract and claim damages. Where the breach is repudiatory (going to the root of the contract), the innocent party may accept the repudiation and sue for loss of the entire contractual bargain.

This depends on the notice provisions in the contract. Many modern commercial contracts expressly permit email service, while others require service by post or registered delivery to a specified address. Where the contract is silent, email service is generally effective in practice but carries a small risk of dispute, so following any specified method is advisable.

No. Serving a cure notice does not waive the right to claim damages for losses already suffered as a result of the breach. However, the non-breaching party must mitigate its loss. If it unreasonably delays exercising termination rights after the cure period expires, any claim for increased losses during that delay may be reduced.

Generally no. Once a party has accepted a repudiatory breach and terminated the contract, it cannot subsequently serve a cure notice as if the contract were still in place. However, where the purported termination was itself wrongful, the position is more complex and legal advice should be sought promptly.